Considering the tax burden and capital operation cost, multinational companies pay attention to the construction of the structure and choose their own shareholding platform in the process of global investment. For example, many multinational giants usually take Hong Kong and Singapore as "bridgehead", enter the markets of East Asia and Southeast Asia, and establish shareholding platform companies. Generally speaking, the construction of "shareholding platform" should focus on the following factors:
1, tax cost. Whether the tax cost of each stage of operation, capital operation and investment withdrawal is optimal.
2. Legal risks. For example, if you choose partnership as the type of shareholding platform, you need to fully consider the potential legal risks brought by its "unlimited liability" attribute.
3. Existing architecture. For companies that have already operated, top-level design is usually unrealistic, and the existing shareholding structure is the basis of everything.
4. Future functions. Common such as stock "cash out", domestic and foreign acquisitions and so on.
1. Natural person direct shareholding type
The tax cost analysis of this organizational form at each stage is as follows:
(1) In the operation stage, the company pays 25% of the enterprise income tax, and the individual pays 20% of the individual income tax for dividends;
(2) In terms of capital operation: as the main body of M&A, natural person shareholders cannot apply the requirements of "special tax treatment" to both parties, and the transaction tax burden cost is huge; On the whole, because the existing company bears the basic operational functions, this structure is not conducive to the horizontal and vertical expansion of the company, nor can it make tax avoidance arrangements.
(3) In the process of investment withdrawal, 20% personal income tax shall be paid for the withdrawal of equity transfer. In particular, after the merger and reorganization of the third-tier subsidiaries, it is necessary to pay 25% corporate income tax first and then 20% personal income tax, which is relatively heavy.
Of course, this structure is actually not a shareholding platform. It is the first organizational form adopted by many entrepreneurs, and it is also the most extensive model. For companies that live a stable life, they basically meet their needs, pay taxes honestly and be a down-to-earth person.
Second, the limited partnership shareholding platform
Because the partnership enterprise is regarded as a "transparent entity" in taxation, it pays taxes directly to shareholders and implements "after-tax", so it is essentially not substantially different from the first one. Moreover, according to the Notice on Income Tax of Partners in Partnership Enterprises (Caishui [2008] 159), the scope of annual taxable income of partnership enterprises is "production and operation income and other income", including the income distributed by partnership enterprises to all partners and the income retained by enterprises in that year (Note: this means that even if profits are not distributed, taxes will be paid, and China taxation has encountered many such situations).
After the establishment of the limited partnership system in 2006, it was widely used in investment company platforms such as VC and PE. The main reason is that compared with the enterprise investment platform, it only needs to pay a personal income tax, especially when the investment exits, which has its special advantages. Typical cases are as follows:
1, Zhao Chi shares. 20 1 1 In September, the controlling shareholder Shenzhen Zhao Chi Investment Co., Ltd. moved to Xinjiang and changed its name to Xinjiang Zhao Chi Equity Investment Partnership (Limited Partnership).
2. Hikvision. On June 20 1 1, the registered place of the third and fifth largest shareholders was changed from Hangzhou to Urumqi, Xinjiang, and changed into a limited partnership.
Third, the enterprise shareholding platform.
Compared with the direct shareholding of natural persons, this type has certain advantages in capital operation. As a platform for investment expansion and capital operation, the shareholding platform company will achieve horizontal and vertical expansion without impacting the existing entity operating company structure. At the same time, you can actively apply for special tax treatment, reduce the tax burden of transactions and reduce the transaction costs of both parties, which is conducive to the smooth operation of funds.
According to the current tax law, dividends between resident enterprises do not need to be taxed, so the tax burden of company dividends will not be increased. The disadvantage is that there are two taxes to be paid in the process of investment withdrawal. For example, some companies change their shares and go public. Based on the specific requirements of the Company Law, hundreds or even thousands of employees of the company hold the shares held by the company. After the company went public, the restricted shares were lifted. The company pays 25% corporate income tax first, and the individual pays 20% tax.
Taking a real case as an example, in 2007, thousands of employees and shareholders of China Ping An Company held tens of billions of shares through three holding companies. Three years later, the restricted shares were lifted and two taxes were paid according to the tax law. Under the pressure of tax burden, the holding company moved its registered place from Shenzhen to the western region, which solved this problem.
Fourth, introduce a shareholding platform in low-tax areas.
On the basis of the aforementioned shareholding platform, the shareholding platform can be registered in low-tax areas with tax incentives (and financial rebates, etc.). ), in particular, some regions have introduced tax exemption and financial return policies for qualified companies. Especially for the corporate shareholding platform registered in low-tax areas, it can not only realize the convenience of capital operation, but also enjoy the low tax burden of investment withdrawal, and also provide a broad space for tax avoidance arrangements within a reasonable limit. Recently, typical cases are:
1. Beijing Danbei Investment Co., Ltd., the controlling shareholder of listed company Beijing Guanhui New Technology Co., Ltd., was renamed as Tibet Danbei Investment Co., Ltd.;
2. Shantou Jingang Glass Industry Co., Ltd., the controlling shareholder of the listed company Guangdong Jingang Glass, was changed to Lhasa Jingang Glass Industry Co., Ltd.;
3. The controlling shareholder of the listed company "Jiaozuo Wanfang Aluminum Co., Ltd." was renamed as "Tibet Jiaogao Investment Holding Co., Ltd.".
At present, the state has introduced many regional preferential tax policies to the western region, especially the autonomous region, attracting many eastern companies to register and adjust their structures.
Some newly established fund companies directly choose to register in the western region. For example, Hongde Fund Management Co., Ltd., the first Public Offering of Fund management company initiated by professionals in China recently, directly registered in Liu Wu New District of Lhasa, in the same building as the registered addresses of the first three companies.