China: The Prospects For The Tax Policies On M&A Activies

Last Updated: 20 May 2015
Article by Wilfred Chiu, Julie Zhang, Rose Zhou and Roy Zhang

2014年3月7日,国务院发布《国务院关于进一步优化企业兼并重组市场环境的意见》(国发【2014】14号)(以下简称《意见》)。《意见》就加快我国企业兼并重组步伐提出了进一步完善体制机制、优化政策环境等指导意见,其中对于落实和完善财税政策的指导意见如下:

  • 企业所得税扩大特殊性税务处理政策的适用范围

    目前,《财政部、国家税务总局关于企业重组业务企业所得税处理若干问题的通知》财税【2009】59号文,要求重组交易中被收购的资产或股权比例不低于转让企业全部资产、被收购企业全部股权的75%,才可适用特殊性税务处理。

    《意见》要求修订完善兼并重组企业所得税特殊性税务处理的政策,降低收购股权(资产)占被收购企业全部股权(资产)的比例限制,这将使更多地重组交易可适用特殊性税务处理,降低重组中的企业所得税负担。
  • 完善非货币性资产投资交易的企业所得税政策

    目前,《财政部、国家税务总局关于中国(上海)自由贸易试验区内企业以非货币性资产对外投资等资产重组行为有关企业所得税政策问题的通知》(财税〔2013〕91号)规定:注册在试验区内的企业因非货币性资产对外投资等资产重组行为产生资产评估增值,据此确认的非货币性资产转让所得,可在不超过5年期限内,分期均匀计入相应年度的应纳税所得额,按规定计算缴纳企业所得税。

    非货币性资产投资交易对于企业而言并无现金流入,负担高额的企业所得税款,严重的影响了企业的流动性,给日常生产经营活动造成巨大的负担。《意见》提出要求完善非货币性资产投资交易的企业所得税政策,似乎可以期待财税〔2013〕91号的优惠能在更大范围内实施。
  • 完善企业改制重组涉及的土地增值税政策

    目前,《财政部、国家税务总局关于土地增值税一些具体问题规定的通知》财税字(1995)48号规定,对于以房地产进行投资、联营的,投资、联营的一方以土地(房地产)作价入股进行投资或作为联营条件,将房地产转让到所投资、联营的企业中时,暂免征收土地增值税;在企业兼并中,对被兼并企业将房地产转让到兼并企业中的,暂免征收土地增值税。但该文件未涉及企业分立中发生房地产转让的规定,除个别地区出台地方政策(例如《新疆维吾尔自治区地方税务局关于土地增值税若干政策问题的公告》(新疆维吾尔自治区地方税务局公告2014年第1号))明确企业分立满足条件可以享受免征土地增值税优惠政策外,普遍地区并未对该事项进行明确。

    《意见》提出完善企业改制重组涉及的土地增值税等相关政策,对于企业重组中的土地增值税 可能会有更好的优惠政策出台。
  • 落实重组中增值税、营业税政策

    现行政策规定,企业通过合并、分立、出售、置换等方式,转让全部或者部分实物资产以及与其相关联的债权、债务和劳动力的,不属于增值税和营业税征收范围,不应视同销售而征收增值税和营业税。

    《意见》要求实务工作中,各税务部门要加强跟踪管理,重组主导部门协助企业做好政策的落实。我们可以期待未来能有更明确的管理措施,使得企业能更便捷的办理相关手续,从而使优惠政策能真正切实的落实到位。

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