Research On The Legal System Of Tax-free Reorganization Under The Principle Of Shareholder Continuity

The specific rules of the legal system are always based on basic prnnciples.From the perspective of theory,it can be found that the legal system of tax-free reorganization in China has borrowed many principles of relevant American systems,including the principle of reasonable business purpose,the principle of shareholders'continuity and the principle of business continuity.But there are still questions about whether these principles are applicable to China and whether they are legitimate and reasonable in themselves.As the core of the legal system of tax-free reorganization,the principle of shareholder continuity has directive significance to the design of specific rules of tax-free reorganization.The analysis and improvement of the principle of shareholder continuity is of great value to find out the problems in the specific rules of tax-free reorganization,improve the legal system of tax-free reorganization in China,and make the tax system of reorganized income better serve the transaction of enterprise reorganization.The first part of this paper briefly describes the concept and classification of the reorganization,the concept of the legal system of tax-free reorganization and describes its evolution in China.The second part introduces a reorganization case and discusses the problems of China's tax system of reorganized income reflected by the case.The third part returns to the juridical logic level of the legal system of tax-free reorganization,proposes that the idea of "non-taxation on the solidified income"as the legitimate basis of tax-free reorganization,and reconstructs the principle of shareholder continuity.The fourth part takes the improved principle of shareholder continuity as the reference,clarifies the inadequacy of the principle of shareholder continuity in China's current legal system of tax-free reorganization,points out the problems in the specific rules and discusses the practical obstacles to the reorganization transaction.The fifth part puts forward Suggestions to improve the legal system of tax-free reorganization in China.The innovation of this paper is that it changes the research idea of most scholars who stick to the facts that research should be from the perspective the principle of shareholder continuity in American or China's tax law.On the contrary,this paper discusses whether the reorganization transaction is exactly taxable and what considerations can be taken to deny the existence of taxability on the basis of the fundamental question of "taxability" of the reorganization transaction.The prevention to the taxability is the legitimate basis of the legal system of tax-free reorganization,and the natural connotation of the principle of shareholder continuity also comes from it.Of course,this paper is not unrestrained thinking divorced from the existing system,the discussion on the issue of taxability of reorganization are based on the basic theory of income tax,and appropriately refer to some of the basic theory of civil law.It is expected to explore the appearance of the principle of shareholder continuity and put forward reasonable suggestions on the construction of the legal system of tax-free reorganization.