| Different tax law rules are applicable to different forms of corporaterestructuring, which leads to unequal tax cost. In the process of cost-benefit study, dueto the tax cost, the choices of restructuring forms are subtly led by the tax law rules,which affect the efficiency of capital operation and the development of capital market.When it is not for the purpose of macroeconomic regulation, tax law rules’ effectshould depend on the economic substance of restructuring rather than the additionalbenefits or losses from the taxation. Tax law rules should be remained neutral in theinfluence of choices of corporate restructuring forms; otherwise tax avoidance anddistortion of optimal allocation of resources may be caused. As a particularlycommercial activity, the economic substance of restructuring is different from thegeneral business behavior; it may increase the complexity and unpredictability of thetax factors. At the same time, many factors should be targeted considered by the taxlaw according to the different forms of restructuring. On account of the above, it isnecessary to carry out the research on the tax law rules of corporate restructuring forthe benign development of the capital market.In recent years, many domestic and foreign large companies integrated resourcesby the way of merger, acquisition and reorganization under the influence of the globaleconomic crisis. The ministry of finance and state administration of taxation have issued a series of relevant tax documents which are guiding the practice. The researchon the tax-related issues of corporate restructuring mainly focused on income tax andits specific provision in our country. Native researchers have carried out thepreliminary discussion on the applicable conditions and effects of these tax law rules.However, the analysis of the function and the tax law principle of the special taxtreatment and special regulations of other taxes is not enough for the practice. Inaddition, few domestic scholars have analyzed the differences between correspondingrules of law and its rationality of the different reorganization forms. Developedcountries in the Europe and the United States also focus on the income tax of thecompany restructuring in the design of tax system. Most of the counties regulatedcomplicated details of the restructuring rules of tax law, and the main purpose of thisis anti-tax avoidance taking account of tax neutrality principle. Although many stateswere aware of the difference of tax law rules between different forms of therestructuring would lead to tax differentiation, but rare targeted discussion has beenput forward on this question.This paper hereof chooses the economic substance of different corporaterestructurings and their corresponding tax law rules as study subject on the basis ofthe chosen case and China’s current tax law; and proposes the taxation neutralprinciple of company restructuring through the analysis of tax practice of each scheme,thereby shall provide proposals in keeping the neutrality of tax in the restructuring ofcompany in our state. The thesis is divided into four parts.Part one distinguished the different transaction forms and their respectivecharacteristics of corporate restructuring and differentiation on the background of thechosen case. Furthermore, design the asset purchasing and asset acquisition and stockacquisition and so on according to the case.Part two analyzed tax practice of each alternative transaction, includingcategories of payable taxes, calculation of tax payments required based on the caseand restructuring schemes, then compared the overall tax burden of each transaction,analyzing the causes of differences and the economic rationality.Part three put forward the application of the tax neutral principle in corporaterestructuring. At the beginning, the background of tax neutrality theory and the role ofthis principle in the development of modern capital market were discussed. In addition, the author discussed the concrete application of the principle of income taxand turnover tax rules respectivelyPart four studied the effect of tax neutralization of corporate restructuring inChina tax law. The beginning introduced the development of our tax law in the fieldof corporate restructuring and the framework of the current effective tax rules.Meanwhile, introduced the achievements and shortcomings of enterprise income taxrules in keeping the tax neutral principle; pointed out existing problems in theturnover tax of restructuring and the correspondent suggestions.In the course of writing, this thesis employs empirical analysis method,comparison method, qualitative and quantitative analysis method and archivalresearch method. The innovations of this thesis are: firstly, through the analysis of thetax law practice and the comparison of data, revealed the actual problem; secondly,discussed the rationality of the differentiation of reorganization of the tax law rules byvirtue of tax neutral theory. The defects of this thesis are: there may be relatively errorbetween the financial data used in the case and the actual economic reality. And in theview of the characteristics of empirical research, there was no in-depth discussionabout the tax neutral theory. |
