Research On The Income Tax System Of The Triangular Merger And Acquisition In China’s Enterprises

Since the publication of Circular 59 in 2009,China has basically completed the merger and acquisition restructuring income tax system.From the legislative process and the actual system texts,we can find that China has borrowed heavily from the US M&A and restructuring income tax system in terms of basic principles,spirits and specific systems.The three core rules of the US M&A and restructuring income tax system are inherited by Circular 59.The substantive connotation of mergers and acquisitions is also consistent with the United States,and the types of transactions adjusted are also roughly the same.The triangular mergers and acquisitions are valued by the US M&A restructuring income tax system with its transaction flexibility,and a very complete system is established.Circular 59 is the basis for us to discuss the income tax system of China’s triangular mergers and acquisitions.The “equity payment” clause lays the foundation for the development of China’s triangular merger and acquisition income tax system,and combines the corresponding tax treatment rules to conduct different types of triangular mergers and acquisitions transactions adjustment.However,the explanation of “holding enterprise” in the announcement No.4 later caused the dilemma of the application of the triangle merger and acquisition restructuring system.This explanation ignored the theory of the continuity of shareholders’ equity and the essence of the triangle merger and acquisition transaction.In practice,it has caused widespread Confused and misleading.This paper analyzes the core principles of the merger and acquisition of the income tax system,deconstructs the transaction essence of the triangle merger and acquisition,and demonstrates that it complies with the requirements of “equity payment” and “continuity of shareholders’ equity”,and corrects the interpretation clause of the “holding enterprise” of the announcement No.4.Re-recognizing the "equity payment" of the 59 th article,using the theory of "equity continuity theory","step-by-step trading theory",and "substantial taxation principle" to consider and construct China’s triangular merger and acquisition restructuring income tax system,rationalize the triangle The tax processing logic and rules of the M&A and restructuring income tax system improve the triangular income tax reorganization and restructuring income system in China,and help the development of Chinese enterprises.