Our Country Enterprise Restructuring An Empirical Study Special Tax Treatment

With the ministry of finance, state administration of taxation on some issues of corporate restructuring of the business enterprise income tax treatment notice(The fiscal and taxation [2009] No. 59, hereinafter referred to as the "No. 59") and the reorganization of the business enterprise income tax for enterprises management method "(the state administration of taxation announced No. 4, 2010, hereinafter referred to as the “ Method ”), the enterprise fords the tax treatment of restructuring confused became clear. In practice, the enterprise according to the different trading situation, choose suitable general tax treatment and the way of special tax treatment, so as to get different tax base, finally realizes the deferred pay enterprise income tax or tax purposes. But because of the way enterprise restructuring, reorganization process is fraught with uncertainty, therefore, managers of enterprises not only should fully realize the value of the special tax treatment, but also need to grasp the law of special tax treatment and flexible operation. Only in this way can reduce the corporate tax in the transaction risk, achieve the goal of reasonable tax savings, thus promote theoptimization and upgrading of the industrial structure, the transformation of the mode of enterprise development, to maintain the steady growth of enterprise economic benefit, make enterprise on the path of sustainable development.Particularity in practice is misused by many taxpayers tax treatment way, in addition to the taxpayer for understanding and using of related regulations exist some deviation, also the main reason is that although our country in the "No. 59" general tax treatment for the list, a filing system for special tax treatment design, but due to the deficient design on the level of tax system operation, makes the tax authorities lack of approval standard practice, the result of the special tax treatment often depends on the discretion of the taxation authority. At the same time "article 59," the second payment provisions to equity is not clear, cause of "the holding company" there is a different explanation. Although its explanation for this "method" to specifically direct holdings of enterprises, but the explanation is questionable. Although this explanation is to solve the "No. 59" word ambiguity, but the author thinks that, the acquirer to the holding subsidiary shares as payment of consideration, is not in conformity with the special tax treatment conditions. Because the acquirers parent company to its own shares as the transaction price, the takeover enterprise shareholder by hold shares in the acquiring firm, which can indirectly control the original equity represent corporate acquirers property, to be able to use management, voting rights and other related shareholder rights, thus ensure the continuity of the rights and interests. But if will buy them as the shares of the company as payment of consideration, cannot maintain the rights and interests of target enterprise continuity. Restructure and will lead to the two sides set up a "pool", as a subsidiary of payment of consideration, the taxable restructuring transactions into a special deal."No. 59" and "Method" constitute the legal source of the equity acquisition system in our country is more important. They will corporate restructuring income tax system, as an important reference in the United States, first clear the particularity of share purchase tax treatment code, opened a new chapter of our country’s corporate restructuring tax system. But it still exists many shortcomings, should be combined with the situation of our country to make further analysis. For mentioned above in this chapter put forward the "No. 59" and "Method" in the problems existing in the acquisition system, combined with the "triangular" restructuring of the tax law rules, trying to improve its advice is put forward.