Research On Enterprise Income Tax In Debt-bearing Rules In Enterprise Reorganization

After entering the twenty-first century,China's socialist market economic system continues to deepen and improve,and this corresponds to our country and foreign exchanges continue to deepen,the relevant enterprises and enterprises between the reorganization and mergers are increasingly frequent,the amount of moneyare gradually improved.According to the WIND data statistics,since 2016,Chinese enterprises have occurred 2645 M & A transactions,involving RMB amounted to 2137.1 billion.At the same time,along with the expansion of the scale of China's mergers and acquisitions,China is also constantly improve the relevant laws and regulations.After the implementation of the new "Enterprise Income Tax Law" in 2008,the Circular on Several Issues Concerning the Treatment of Enterprise Income Tax in Enterprise Reorganization Business(referred to as Fiscal and Tax [2009] No.59)?Notice on Several Issues Concerning the Treatment of Enterprise Income Tax of Enterprise Clearing Business(referred to as Fiscal and Tax [2009] No.60)?Circular of the State Administration of Taxation on Issuing the Measures for the Administration of Enterprise Income Tax on Enterprise Restructuring Business(the State Administration of Taxation Notice 2010 No.4)and the Notice of the State Administration of Taxation of the Ministry of Finance on Promoting the Revenue of Corporate Income Tax on Reorganization of Enterprises Referred to as(Fiscal and Tax [2014] No.109),the introduction of these documents has initially established the Enterprise Income Tax Rules for China's enterprise restructuring.But the relevant corporate restructuring of the debt is only principled as "non-equity payment",the acquisition of enterprises need to recognize the debt as proceeds to the tax authorities for tax returns.We are not sure whether this provision is conducive to corporate restructuring,but we should note that corporate debt has been growing,according to the national finance and development laboratory in 2015 the national balance sheet statistics,as of the end of 2015,the non-financial corporate sector debt rate as high as 156%.Such a high debt ratio,corporate restructuring to undertake debt and then to the tax department for tax returns,will strengthen the reorganization of the financial burden,and in practice this provision also has some defects.This paper attempts to use the United States in the reorganization of the enterprise liability rules to solve the present related problems.Through the analysis of related cases,and combining with the actual situation,try to put legal advice to perfect the debt commitments of the enterprise restructuring system at present.In the first chapter begins with the case of Shanxi Weinan French cement plant,through the analysis of the focus of the dispute in this case,that is,the IRS for the business contingent debt exemption,and then require the enterprises to declare tax returns,and the court of first instance and second instance supports the IRS view.Through legal analysis,to draw the conclusion that the enterprise contingent liabilities should not be tax returns.In the second chapter,we make a detailed analysis of the corporate debt restructuring,the contingency of the case is extended to general liabilities.From the contingent liability exemption should not be recognized as income,to the general liability(Fiscal and Tax [2009] No.59)provided by the non-equity payment caused by the issue,the debt is too high caused by the acquisition of equity is not sufficient to meet the requirements of special tax treatment.Although(Fiscal and Tax [2009] No.59)defines debt obligations as non-equity payments and then bear tax returns from the legal logic without any problems,but from the overall encouragement of the spirit of corporate restructuring is contrary to the point of view.At the same time,we analyze the relevant theories involved in the debt burden of the enterprise reorganization,mainly referring to the theory of economic substance,the theory of considerationand the principle of necessary funds for tax payment.In the third chapter,we summarize the debt commitments and the types of corporate reorganizations in the reorganization of the federal business of the United States,mainly refers to357 provisions of the US Federal Tax Code.We proceed from the US case to analyze the evolution of the US debt-related rules and the changes in the law by the congress as a result of contingent liabilities tax avoidance.The interpretation of the rules of debt in the reorganization of the federal enterprise provides a clear path to the improvement of the relevant rules for our country.In the fourth chapter,we provide the corresponding suggestion for the reorganization of the debt commitments of Chinese enterprises.First of all,the idea of this article is not in violation of the current(Fiscal and Tax [2009] No.59)on the basis of the text,which is subdivided under the general liabilities and contingent liabilities related rules.In the context of this article,there are four views and the author's point of view,the author's view of the general debt is still followed(Fiscal and Tax [2009] No.59)point of view,as a non-equity payment to deal with,but at the same time,if the actual general liabilities associated with assets,it should exclude non equity payments.But in terms of contingent liabilities we should be treated as a special case.As well as the relevant restrictive clauses discussed later as a supplement.