Legal Research On The Tax Issues In The Process Of The Corporate Restructuring

Restructuring into the joint stock company has been said to be a legal act in theCompany Act, through which a limited corporation will change its structure andorganization into a joint-stock company’s. Beginning with the year1998when thestate-owned enterprises started to be transformed, it seems that there would always bea company to be transformed all the time. However, the rule of the corporaterestructuring has retreated and stood on the defensive. With the key of the corporaterestructuring, the current tax law has been analyzed from the macro and micro points.As to the taxation theory connected related to the corporate restructuring,Marshall suggested that the market should not be distorted by the tax policy whichshould be neutral; Professor Shouwen Zhang suggested such idea in his article that thetaxable proceeds should be of fairness, efficiency, certainty and reality. ProfessorTianzhongerlang also put forward such idea in his book “tax law” that the substanceshould the economic substance when it be referred to the principle of “substance overform”. The theoretical basis of the article is made up with these ideas.As to the research method, case study and comparative analysis will be appliedin this article to analyze three problems in the tax law environment that isnonsystematic law, cut-throat competition between the local government and serioustax avoidance. Then some concrete tax issues are introduced which are connectedwith the behavior of the share transferring, business assets transferring and integrated change. Finally suggestions will be given from the perspective of legislation andinterpretation of the tax law.Except introduction and conclusion, textual framework is as follows:The first part will give the research background of the corporate restructuring.The basic concept and agent of the corporate restructuring will be introduced with thetax relation in the corporate restructuring as follow.The second part describes the theoretical basis. In this part, the theory of taxneutrality, the theory of the taxable proceeds and the principle of actual taxation willbe introduced.The macro tax environment will be analyzed in the third part and problems in thelegislation and enforcement will also be put forward.The forth part is the micro analysis which is on the tax issues connected with thethree behaviors of the share transferring, business assets transferring and integratedchange. The rule of the taxation basis in the share transferring, the regulation of thetax avoidance, the constitutive requirements of the business assets transferring and therule of integrated change will be analyzed in detail.The last part is the suggestions. From the macro point, the tax law andinterpretations should be codified and the “soft law” of the corporate restructuringshould be established. From the micro point, current tax rules and model of taxcollection and management should be improved.With the key of the corporate restructuring, the current tax law is first analyzedfrom the new perspective. And the theory of the taxation, the principle of the economyand the accounting knowledge will be used to scan the basis of the tax law. Withoutfund of knowledge and practical experience, this article will not up to satisfactorylevel so requesting your forgiveness.