Research On M&A System Of Corporate Tax-free

M & A is a wide range of hot issues that academics and practitioners want to explore currently. Economists explore the impact of mergers and acquisitions and M & A motivation theory, mainly from the perspective of macro-and micro-economic. But legalists explore issues mainly from the jurisprudence of competition law, corporate law, securities law perspective of mergers and acquisitions legal involved. However, the academic study of mergers and acquisitions tax system is not a lot, and mergers and acquisitions tax on tax-free mergers and acquisitions in a systematic study is very few. Tax-free mergers and acquisitions is that the acquiring company buy the target company's assets or voting stock using its own voting stock, the seller does not immediately produce the transfer of property profits or losses in the period of the M & A transaction, and the gain or loss is deferred to give tax treatment. At present, Research on china tax-free mergers and acquisitions are as follows:Li Weiping analyzed the United States duty-free reorganization rules of assets and property.It provides a reference to establish detailed, clear rules of the free anti-abuse measures for china. Shen feng think that the main features of the tax system is to establish a complete and rational system of capital gains tax, asset tax cost of using a sound adjustment method, the standard tax-free mergers and acquisitions becoming more detailed sound, anti-avoidance principle of innovation. The author put forward its own point of view based on a study of tax-free mergers and acquisitions of the above scholars. The innovations of this paper are as follows: First, this paper study mergers and acquisitions in perspective on income tax. Laws and regulations of tax-free mergers and acquisitions are highly time-sensitive. In addition, the author put forward its own innovative ideas of tax-free acquisition.Tax-free mergers and acquisitions in corporate mergers and acquisitions play an important role in the company and one motivation of its shareholders is to avoid income tax in M & A activity. In the context of the current financial crisis, some large companies within the group has a certain degree of non-performing assets, enterprise through mergers and acquisitions in the form of tax-free reorganization and integration of enterprise groups will save a lot of management costs. Mergers and acquisitions is another important way of concentration of capital, through mergers and acquisitions can rapidly expand the business scale, to achieve economies of scale and synergies, improve the core competitiveness of enterprises, in addition to resources through mergers and acquisitions can be integrated to optimize the allocation of resources, promote economic growth. Research on the tax-free mergers and acquisitions has a strong practical significance.This paper start discussion by identifying issues raising-literature-analysis of the problem-the idea put forward countermeasures proposed to the article focuses in part on china's current tax-free mergers and acquisitions involving the type and conditions of application have legal issues in-depth, detailed, system discussion, through the analysis of these problems and articulated, in order to discover our country duty-free acquisition system problems through the relevant issues to grasp and study, and then put forward their views and rationalization of the comprehensive proposal, hoping to china's tax-free merger legislation inspiration and reference, in order to constantly improve our tax-free merger of the relevant laws and regulations for the practice of providing scientific and rational system of support and legal basis.The article is divided into four parts.The first part of the article is mainly an overview of corporate tax-free mergers and acquisitions. This section describes the acquisition of concepts and classifications, and type of tax-free mergers and acquisitions in china and tax-free acquisition of the concept of tax avoidance benefits.The second part of the article analysis the legal issues of tax-free mergers and acquisitions in china. The second part main analysis the applicable conditions and tax treatment of china's tax-free asset acquisition, share purchase tax-free and tax-free merger. And it proposed problems of values of tax-free mergers and acquisitions, the type of transaction, the applicable conditions and the tax treatment.The third part of the article describes the legal system of China-US comparison of tax-free mergers and acquisitions. This section discusses the statutory law and common law elements and tax treatment of different tax-free mergers and acquisitions of U.S compared with china. The differences between the two countries mainly in the type of tax-free mergers and acquisitions and conditions applicable to the system design, the United States duty-free type deals with the conditions applicable to the design rules is very detailed, thorough and comprehensive, and china's tax system is extremely simple acquisition and not comprehensive.The fourth part related to perfection of the china's duty-free acquisitions. We should improve our tax system values, type of transaction, the applicable conditions, tax treatment and tax-free mergers and acquisitions and improve our tax system rank sources of law.