What are the relevant regulations on corporate income tax for corporate restructuring business?

The Ministry of Finance has recently issued two major policies on the treatment of enterprise income tax, which have expanded the profit margins of enterprises, made up for the gaps in the new enterprise income tax law, and clarified the specific handling of enterprise income tax involved in enterprise restructuring. The following website will answer for you, I hope it will be helpful to you. A New Era of M&A Taxation On May 7, the Ministry of Finance and the State Administration of Taxation jointly issued the Notice of the Ministry of Finance and the State Administration of Taxation on Several Issues Concerning the Treatment of Enterprise Income Tax on Enterprise Restructuring Business, which provides framework guidance for enterprise restructuring and liquidation after the implementation of the new enterprise income tax law.

Consistent with the effective date of the new Corporate Income Tax Law, the notice will be retroactive to January 1, 2008. Under the old enterprise income tax system, the income tax treatment of the restructuring and liquidation of domestic and foreign-funded enterprises followed different tax laws and regulations, while the new enterprise income tax law and its implementation rules unify the income tax treatment of the restructuring and liquidation of domestic and foreign-funded enterprises, reflecting the fairness of the tax law. However, the new enterprise income tax law and its implementation rules only put forward the basic principles of income tax treatment, and do not stipulate specific tax treatment for specific types of enterprise restructuring.

The circular was issued to fill this gap. On the same day, the Ministry of Finance clarified the policy of pre-tax deduction of enterprise income tax for loan loss reserves of financial enterprises, involving enterprises including policy banks, commercial banks, finance companies, urban and rural credit cooperatives, and other financial enterprises that are allowed by the state to engage in loan business. The notice points out that the scope of loan assets that are allowed to draw loan loss provisions include:

Loans (including mortgages, pledges, guarantees, etc.); Bank card overdraft, discount, credit advance (including bank acceptance bill advance, letter of credit advance, guarantee advance, etc.), import and export bills, interbank lending and other risk assets with loan characteristics; Foreign loans that are re-lented by financial enterprises and bear external repayment obligations, including loans from international financial organizations, foreign buyer's credit, foreign ** loans, unconditional loans from the Japan Bank for International Cooperation (JBIC), and mixed loans from foreign governments. The above is the relevant knowledge for everyone, I believe that we have a general understanding of Biqi through the above knowledge, if you still encounter any more complex legal issues, welcome to log in to the network for lawyer** consultation.

Article 8 of the Law of the People's Republic of China on the Administration of Tax Collection and Collection Taxpayers and withholding agents have the right to learn from the tax authorities about the provisions of the national tax laws and administrative regulations and the circumstances related to the tax payment procedures. Taxpayers and withholding agents have the right to request the tax authorities to keep the information of taxpayers and withholding agents confidential. The tax authorities shall keep the information of taxpayers and withholding agents confidential in accordance with the law.

Taxpayers have the right to apply for tax reduction, exemption and refund in accordance with the law. Taxpayers and withholding agents have the right to make statements and defenses against the decisions made by the tax authorities; In accordance with the law, they enjoy the right to apply for administrative reconsideration, file administrative lawsuits, and request state compensation. Taxpayers and withholding agents have the right to accuse and report violations of law and discipline by tax authorities and tax personnel.

1. The business description belongs to the approved rush offer. If a taxpayer meets the conditions for preferential income tax for enterprise restructuring, it shall submit a written application for tax reduction and exemption to the in-charge tax authority, and only after approval can it enjoy the preferential tax reduction and exemption.

2. The main table "Application for Approval of Special Tax Treatment of Enterprise Income Tax".

3. A general description of the parties' debt restructuring, equity transfer, asset acquisition, business combination, enterprise division and equity investment, including a description of the debtor's financial difficulties, debt restructuring, equity transfer, asset acquisition, business combination, enterprise division and the commercial objectives of the parties to the equity investment. 2. Debt restructuring (including debt-to-equity swap), equity transfer, asset acquisition, enterprise merger, enterprise division, and investment contracts or agreements for non-resident enterprises signed by the parties. 3. The certificate of fairness of the equity converted by the enterprise issued by the asset appraisal company, and the certificate of the change of equity of the relevant enterprise approved by the industrial and commercial department and relevant departments.

4. Materials to prove that the reorganization meets the conditions for special tax treatment, including the proportion of equity, the consideration paid, and the original substantive business activities of the assets will not be changed for 12 consecutive months from the date of reorganization, and the original major shareholders (holding more than 20% of the equity) will not transfer the acquired equity, etc. 5. Description of the equity relationship of the parties to the business combination. In the case of a business combination under the same control and no consideration is required, it is also necessary to provide proof that the parties involved in the merger have been under the control of the ultimate controller for more than 12 months before the business combination.

6. Explanation of the taxable income generated by debt restructuring and the taxable income of the enterprise in the current year (provided when the enterprise debt is restructured). 7. A valid certificate of the tax basis of the equity of the transferee enterprise (provided when the equity of the enterprise is transferred). 8. Net assets of the merged enterprise and the divided enterprise, as well as the book value of each individual asset and liability (provided at the time of enterprise merger and division).

9. If it is necessary to approve the merger of the **department, the approval document of the ** department of the enterprise combination (provided at the time of the business combination) shall be provided. 10. If there is an amount of loss that has not been made up before tax before the merger of the merged enterprise and before the division of the divided enterprise, the main table of the annual tax return of enterprise income tax (Class A) and the detailed statement of losses and related explanations shall be provided for the year in which the loss occurred and the year in which the loss has been made up (provided at the time of enterprise merger and division). 11. If the merged enterprise or the spun off enterprise has not yet enjoyed the preferential tax policies that have not yet expired, it is necessary to provide the relevant tax exemption approval or filing result documents given by the tax authorities (provided at the time of business merger and division).

12. Proof of the equity relationship between the enterprise and the non-resident enterprise directly controlled by 100% (provided when investing in a non-residential enterprise).

Fourth, the basic procedure: taxpayers submit materials - according to the time indicated in the "Notice of Document Acceptance" to receive the approval documents - enjoy preferential treatment.

5. Tax instructionsThe above information is A4 except for the formula**. On the photocopy, the applicant shall indicate in the upper right corner that "this copy is consistent with the original", and the official seal of the applicant shall be stamped with the lettering.

Legal analysis: The tax policies for mergers and acquisitions are rich and complex, including the enterprise income tax policies for equity (asset) transfer, non-manuscript high-currency asset investment, technology shareholding, value-added tax policies in asset restructuring, land appreciation tax and deed tax policies in restructuring and reorganization, etc., most of which are mainly based on deferred taxation.

Legal basis: "Bankruptcy Law of the People's Republic of China on Enterprises".

Article 30 All the property belonging to the debtor at the time of acceptance of the bankruptcy application, as well as the property acquired by the debtor after the acceptance of the bankruptcy application and before the end of the bankruptcy procedure, shall be the property of the debtor.

Article 70 The debtor or creditor may, in accordance with the provisions of this Law, directly apply to the people's court for the reorganization of the debtor. Where a creditor applies for bankruptcy liquidation of the debtor, the debtor or the contributor whose capital contribution accounts for more than one-tenth of the debtor's registered capital may apply to the people's court for reorganization after the people's court accepts the bankruptcy application but before the debtor is declared bankrupt.