Tax analysis is based on the tax issues involved in the merger theory (non-monetary assets need to be regarded as sales as usual); In the merger, it is said that the merger of enterprises cancels the merger and transfer of enterprise assets, and the shareholders of enterprises get benefits. Business combination involves the transfer of assets. Item 4 of Article 4 of Caishui [2009] No.59 stipulates that, except for special tax treatment provisions, enterprise restructuring shall be subject to tax treatment in accordance with the provisions of this Notice:

(1) The merged enterprise shall determine the tax basis of the assets and liabilities of the merged enterprise according to the fair value.

(2) The merged enterprise and its shareholders shall pay taxes according to liquidation.

(3) The losses of the merged enterprise are carried forward to make up for the losses, that is, general tax treatment.

Example: Enterprise A and Enterprise B are merged, and the book net assets of Enterprise B are 50 million yuan, and the fair value is 60 million yuan. The shareholder of enterprise B merged the equity of the new enterprise with 40 million yuan, and its non-equity payment was 20 million yuan. Enterprise A accepts the net assets of enterprise B with a fair value of 60 million yuan, and the added value of enterprise B in tax basis is100000 yuan, so it needs to pay enterprise tax according to regulations and be disposed of according to liquidation.

Article 5 of Caishui [2009] No.59 stipulates that special tax treatment provisions shall apply to enterprises that meet the following conditions after restructuring:

(1) The main purpose of tax reduction or tax deferral with reasonable commercial purpose.

(two) the proportion of assets or equity in the acquisition, merger or division conforms to the proportion stipulated in this notice.

(3) Enterprise reorganization changes the original substantive operation of restructured assets within 12 months.

(4) The amount of equity payment involved in the restructuring transaction price conforms to the proportion stipulated in this notice.

(5) The original major shareholder transferred the acquired equity within 65,438+02 months after the enterprise reorganization. This document meets the requirements specified in Article 5 of the Notice. The amount of equity paid by the shareholders of the business combination is less than 85% of the total transaction payment, and the share payment required for the business combination option transaction under the same control is temporarily recognized as asset transfer or loss.

For example, the combined book net assets of enterprise A and enterprise B are 50 million yuan, and the fair value is 60 million yuan. The shareholder of enterprise B received the equity of the merged enterprise of 55 million yuan, and the non-equity payment of 5 million yuan accounted for 92%(5500÷6000× 100%) of the total transaction payment, exceeding 85%. The special tax treatment for double selection is the asset appreciation department of 100. If the assumed proportion of transfer or loss confirmed by replacement exceeds 85%, the asset appreciation department will pay enterprise tax of 6,543,800 yuan and share payment of 2,500,000 yuan.