A partnership enterprise refers to an enterprise established in China by natural persons, legal persons and other organizations in accordance with the Partnership Enterprise Law of People's Republic of China (PRC). Partnerships can be divided into general partnerships and limited partnerships.
Because the limited partnership is executed by the general partner, the limited partner is not allowed to represent the limited partnership, and the general partner can control the partnership with less capital contribution, so it has become a common organizational form for domestic equity investment funds and employee-owned enterprises. In employee-owned partnerships, executives or others of the company to be listed usually serve as general partners, and other employees of the company serve as limited partners.
2. Personal income tax of natural persons as partners
(1) Income tax on transfer of restricted shares
According to the provisions on individual income tax of investors in sole proprietorship enterprises and partnership enterprises (Cai Shui [2000] No.91) (hereinafter referred to as document No.91), the balance of the total income of sole proprietorship enterprises and partnership enterprises after deducting costs, expenses and losses in each tax year shall be regarded as the income of investors' individual production and operation, and shall be compared with the income of individual industrial and commercial households in the individual income tax law.
The total income mentioned in the preceding paragraph refers to all kinds of income obtained by enterprises engaged in production and business operations and activities related to production and business operations, including commodity (product) sales income, business income, labor income, project price income, property rental or transfer income, interest income, other business income and non-business income. According to this regulation, when a partnership transfers restricted shares, individual income tax is levied on natural person partners at a progressive rate of 5% to 35%.
In some places, in order to encourage equity investment in partnership enterprises, when the partnership enterprises transfer restricted shares, the individual partners who do not perform partnership affairs are subject to a personal income tax of 20% according to the income from property transfer, and the individual partners who perform partnership affairs are subject to a cumulative income tax of 5% to 35% according to the income from the production and operation of individual industrial and commercial households. In some places, individual income tax is uniformly levied on natural person partners of equity investment partnerships at the rate of 20%.
(2) Dividend income tax
According to "About
According to the fifth paragraph of Article 3 of the Individual Income Tax Law (20 1 1), the income tax rate of interest, dividends and bonuses is 20%. Therefore, when a natural person holds shares through a partnership, the personal income tax rate of dividends obtained from listed companies is 20%.
3. About business tax
(1) Business tax on transfer of restricted shares
1993 issued the old provisional regulations on business tax. Article 3 stipulates that the foreign exchange, securities and futures transactions mentioned in Item (5) of Article 5 of the regulations refer to the foreign exchange, securities and futures transactions conducted by financial institutions (including banks and non-bank financial institutions). Therefore, when the old implementation rules of the Provisional Regulations on Business Tax come into effect, only financial institutions need to pay business tax when they sell financial goods.
Article 18 of the new Detailed Rules for the Implementation of the Provisional Regulations on Business Tax revised in 2008 stipulates that the business of buying and selling financial commodities such as foreign exchange, marketable securities and futures mentioned in Item (4) of Article 5 of the Regulations refers to the business of taxpayers buying and selling financial commodities such as foreign exchange, marketable securities and non-commodity futures. In 2009, the Notice of State Taxation Administration of The People's Republic of China of the Ministry of Finance on Several Tax Exemption Policies for Personal Financial Commodity Trading (Caishui [2009] No.65438 +0 1 1) stipulated: "The income obtained by individuals (including individual industrial and commercial households and other individuals) from buying and selling foreign exchange, marketable securities, non-commodity futures and other financial commodities is temporarily exempted from business tax." Partnership enterprises and sole proprietorship enterprises do not belong to the category of individuals and do not meet the above-mentioned conditions for exemption from business tax. Therefore, at present, the transfer of restricted shares of partnership enterprises needs to pay business tax, the tax purpose is financial insurance, and the tax rate is 5%.
In practice, because business tax is a local tax, it is distributed at or below the provincial level. In order to encourage the development of equity investment industry, some local governments will refund part or all of the business tax.
(2) Dividend business tax
Business tax is levied on units and individuals that provide taxable services, transfer intangible assets or sell real estate. Dividends and bonuses do not fall within the scope of business tax collection and do not need to pay business tax.
4. Summary of partnership shareholding tax
To sum up, when a natural person holds shares through a partnership:
(1) When the partnership transfers the restricted shares, the partnership pays 5% business tax, and the business tax and surcharge are 5.65% according to the ratio of 13%. Natural persons pay 5%~35% or 20% income tax (depending on the policies of different regions), and the total tax burden is 65,438+.
(2) When the listed company pays dividends, the income tax burden is 20%.
In practice, in order to encourage and support the development of venture capital funds, there are different regulations on business tax reduction and exemption in various places. At the same time, the partnership can reduce the taxable income through some costs, thus reducing the tax burden.
It is worth noting that at present, State Taxation Administration of The People's Republic of China does not recognize the policy of 20% income tax for partners of equity investment partnerships issued by local governments, and may require a progressive tax of 5%~35% according to the production and operation income of individual industrial and commercial households in the future, so there is a risk of regulatory adjustment in the tax policy of local equity investment partnerships.
The above knowledge is the relevant answer to the question of "partnership tax policy". If you still have relevant legal issues, you can pay attention to non-litigation and private letter consultation.