Either the original enterprise is dissolved and two or more new enterprises are established, or some subsidiaries, departments, product lines and assets are separated from the original enterprise to form one or more new companies, while the original enterprise still exists in law. In short, the enterprise has not disappeared in essence, but has undergone new changes compared with the original enterprise.
It is also the existence of this kind of entity enterprise that provides the possibility for tax planning.
Enterprise separation is an important form of enterprise property right reorganization. There are many reasons for the separation of enterprises, such as improving management efficiency, improving resource utilization efficiency, highlighting the main business of enterprises, etc., and obtaining tax benefits is also a reason for the separation of enterprises.
[Case 1]
Suppose that a pharmaceutical factory not only sells contraceptives and appliances, but also deals in other drugs, and plans to take out contraceptives and appliances, which are tax-free products, and set up a second pharmaceutical factory separately. Before parting. The annual taxable income of a pharmaceutical factory is 6.5438+200,000 yuan (the applicable tax rate is 33%).
Income tax payable: 12× 33% = 3.96 (ten thousand yuan)
After the separation, if the influence of economies of scale is not considered temporarily, the sum of annual taxable income of enterprise A and enterprise B is still 6.5438+0.2 million yuan, including 95,000 yuan for enterprise A and 25,000 yuan for enterprise B, then:
The applicable tax rate of enterprise A is 27%:
Income tax payable = 9.5× 27% = 2.565 (ten thousand yuan)
The applicable tax rate of enterprise b is 18%:
Income tax payable = 2.5× 18% = 0.45 (ten thousand yuan)
The total tax burden of Enterprise A and Enterprise B is 30,654,38+0, 500 yuan (25,650.45 yuan), which is 9 450 yuan less than before the separation.
It can be seen that the role of tax planning in enterprise separation can not be ignored.
Extended data:
Analysis of tax treatment policy
(A) it is difficult to coordinate enterprise income tax treatment and industrial and commercial treatment. Caishui [2009] No.59 document clearly stipulates that the separated enterprise and the separated enterprise will not change the original substantive business activities, and the separated shareholders will still obtain the separated shares. Generally speaking, enterprises are separated but shareholders are not separated, so special tax treatment can be carried out. On the contrary, if the enterprise is divided into shareholders, it is suitable for general tax treatment.
(2) With regard to the inheritance of making up for losses, the relevant state fiscal and taxation documents stipulate that the losses of separated enterprises shall not be carried forward to make up for each other, which is to make up for the losses of general tax treatment of enterprise separation. However, if the enterprise does not exceed the statutory compensation period, it can be distributed according to the proportion of the separated assets to the total assets. If the separated enterprise continues to make up for it, special tax treatment will be carried out.
(3) Whether the successor enterprise of the preferential tax policy has enjoyed all the preferential tax policies, the surviving enterprise can be calculated according to the ratio of the income before the division of the surviving enterprise to the assets after the division of the surviving enterprise. But there is no clear asset measurement and caliber.
(IV) Particularity of matters related to non-equity payment There are clear provisions on equity payment, while the relevant provisions on non-equity payment are: the fair value of the transferred assets minus the difference of tax basis multiplied by the fair value of the transferred assets. But in fact, there are doubts in the document: what caliber of net assets are the assets in the formula; After calculating the gain or loss of asset transfer in non-equity payment, how to adjust the distribution when calculating the tax basis? Do you want to include the debt? None of this is clear.
Baidu Encyclopedia-Measures for the Administration of Enterprise Income Tax in Enterprise Restructuring Business