论文部分内容阅读
为鼓励和促进有正常经营需要的企业合并、分立业务的健康发展,规范和加强合并、分立业务的所得税管理,根据《中华人民共和国企业所得税暂行条例》和国家税务总局制定的《企业改组改制中若干所得税业务问题的暂行规定》的精神,现将企业合并、分立业务中当事各方涉及的所得税处理问题进一步补充规定如下: 一、企业合并业务的所得税处理企业合并包括被合并企业(指一家或多家不需要经过法律清算程序而解散的企业)将其全部资产和负债转让给另一家现存或新设企业(以下简称合并企业),为其股东换取合并企业的股权或其他财产,实现两个或两个以上企业的依法合并。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。
In order to encourage and promote the healthy development of business mergers and separate businesses with normal operating needs and to standardize and strengthen the income tax management of merged and separated businesses, according to the Provisional Regulations of the People’s Republic of China on Enterprise Income Tax and the Reorganization of Enterprises Interim Provisions on Certain Income Tax Business Issues ", the issues concerning the income tax treatment involving parties involved in the business combination and the separate business are further supplemented as follows: I. Income Tax Treatment of the Business Combination Business mergers include the merged enterprise Or more companies that do not need to be dissolved by legal liquidation procedures) will transfer all their assets and liabilities to another existing or new enterprise (hereinafter referred to as the merged enterprise) in return for the equity or other property of the merged enterprise for its shareholders, One or two or more enterprises merged according to law. Income tax on business combination should be treated 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.