The "state-owned enterprise restructuring" mentioned in this article means that the state transfers all or part of the equity to natural persons or non-public enterprises through bidding. The transfer proceeds are collected by the competent financial department, and the original enterprise is changed into a limited liability company. This There is a conceptual difference between the joint-stock restructuring of state-owned enterprises and the merger and separation restructuring. The company's handling of accounting and income tax matters during the restructuring process. The accounting adjustments made by the company based on the audit evaluation report can be roughly divided into the following four categories. The author will elaborate on them one by one.

1. Account adjustments for accounting errors

Accounting errors are generally divided into two types. The first is that the accounting treatment that has occurred does not comply with the corporate accounting system or relevant standards. In this case, the enterprise should make adjustments according to the provisions of accounting standards and systems. However, when calculating income tax, it should calculate it in installments (years) according to the provisions of the tax law. After communicating with the tax department, the taxable income of previous years should be calculated. Correction, adjusting the income tax expenses of previous years or the amount of losses that can be compensated; the second type is the adjustment based on the restructuring requirements to strictly divide the income and expenditure before and after the restructuring base date, such as accrued rent, water and electricity bills, and attributable expenses incurred after the period before the base date. In this case, the enterprise does not need to make special accounting adjustments according to the principle of consistency, and the accounting processing is carried out when the income and expenditure are actually incurred (not across years), and the income tax is calculated together according to the corresponding accounting year.

2. Accounting treatment of restructuring expenses

Restructuring expenses usually include personnel expenses, travel expenses, business entertainment expenses, audit evaluation fees, property rights transaction fees, etc. Enterprises can use this type of accounting Accounting processing is carried out when expenses are incurred, but costs and expenses such as personnel salaries, business entertainment expenses, etc. that the tax law stipulates pre-tax deduction standards should be included in the total amount incurred throughout the year and be deducted before tax within the prescribed limit.

3. Accounting treatment of divested assets

The divested assets are mainly divided into two categories. One is to divest some assets such as land use rights and fixed assets according to the restructuring requirements. This In this case, the enterprise should adjust the book value of the divested assets to zero, which corresponds to a reduction in net assets and does not involve income tax issues; the second is to remove the employee diversion expenses of the original state-owned enterprise (including personnel compensation, social security fees, etc.) from the net assets. For divestiture, the financial department sometimes requires companies to list this part of the divestment costs as special liabilities, but the author believes that there should be no accounting adjustments in this case. There are three reasons: First, the divestiture personnel diversion costs are intended to be included in the transfer price of the equity transfer. Deducting an expense that should be borne by the state has nothing to do with the accounting treatment of the enterprise; secondly, the enterprise is a going concern. Before the enterprise is liquidated, it is obviously inappropriate to accrue employee diversion expenses to reduce the net assets. This kind of This approach does not comply with the assumption of going concern and the principle of authenticity. Since most employees will continue to work in the restructured enterprise, this part of the liability is often fictitious; third, the tax law stipulates that the various overall insurance funds paid by the enterprise and Personnel compensation can be deducted before tax according to regulations (subject to actual occurrence). The above accounting treatment makes the accounting and tax laws inconsistent, making the work cumbersome.

IV. Adjust the book value of assets based on the asset evaluation results

In this case, there are three reasons why companies are keen on making accounting adjustments: 1. To promote state-owned assets Maintain and increase value; 2. After the enterprise is restructured, the new company increases its registered capital to improve the company's business qualifications and reputation. After adjusting the account for the added value of the asset assessment, the capital reserve can be transferred to increase the registered capital; 3) The new shareholder after the enterprise is restructured Eager to recover investment and adjust profit distribution. The author believes that the asset evaluation results provide a basis for formulating the equity transfer price. The historical cost principle requires that all assets of the enterprise should be measured according to the actual cost when acquired. Unless otherwise provided by laws, administrative regulations and the national unified accounting system, enterprises shall all It is not allowed to adjust its book value on its own. Of course, asset impairment factors involved in the assessment report can be provided with impairment provisions in accordance with relevant regulations. Asset inventory losses, damage, scrapping and other permanent or substantial damage to assets that occur during the property inventory stage must be approved by the relevant departments. Then carry out the corresponding accounting treatment.

However, "Except as otherwise provided by laws, administrative regulations and the unified national accounting system, enterprises are not allowed to adjust their book value on their own." There is a special situation, that is, the original state-owned enterprise (wholly owned company) undergoes a joint-stock restructuring Or when conducting mergers or separate restructurings, the book value should be adjusted according to the evaluation and confirmation results of the net assets and converted into state-owned shares in accordance with the notice of the Ministry of Finance on the issuance of the "Interim Provisions on the Management and Financial Treatment of State-owned Capital in the Transformation of Enterprises and Companies" Later it was changed to (transferred to) a new company. According to the provisions of Cai Shui Zi [1997] No. 77: the assessed value increase of assets that occurs when an enterprise undergoes joint-stock restructuring, the account should be adjusted accordingly. The resulting assessed value increase of fixed assets can be depreciated, but in No deductions are allowed when calculating taxable income.