论文部分内容阅读
国家税务总局近日下发了《关于企业合并分立业务有关所得税问题的通知》,就企业合并、分立业务中当事各方涉及的所得税处理问题作了进一步补充规定。《通知》要求,企业合并业务的所得税应根据合并的具体方式处理。(一)企业合并,通常情况下,被合并企业应视为按公允价值转让、处置全部资产,计算资产的转让所得,依法缴纳所得税。被合并企业以前年度的亏损,不得结转到合并企业弥补。合并企业接受合并企业的有关资产,计税时可以按经评估确认的价值确定成本。被合并企业的股东取得合并企业的股权视为清算分配。(二)合并企业支付给被合并企业或其股东的收购价款中,除合并企业股权以外的现金、有价证券和其他资产(以下简称非股权支付
The State Administration of Taxation recently issued the Circular on Income Tax Issues Concerning the Business Merger and Division, and further supplemented the issue of income tax treatment concerning the parties involved in the business combination and the separate business. The Circular requires that the income tax of a business combination be dealt with according to the specific method of consolidation. (1) For business combination, under normal circumstances, the merged enterprise shall be considered as the transfer and disposal of all assets at fair value, and shall calculate income from the transfer of assets and pay income tax according to law. The previous year's losses of the merged enterprise shall not be carried forward to make up for the merger enterprise. The merged enterprise accepts the assets of the merged enterprise, and the taxable cost can be determined according to the assessed value. The equity of the merged enterprise obtained by the shareholders of the merged enterprise is regarded as the liquidation allocation. (2) Among the purchase price paid by the merged enterprise to the merged enterprise or its shareholders, cash, securities and other assets other than the merged enterprise equity (hereinafter referred to as non-equity payment