How to avoid tax in company equity transfer

I. How to avoid tax on the company's equity transfer According to the Enterprise Income Tax Law, the following income of an enterprise belongs to tax-free income: (2) Equity investment income such as dividends and bonuses among qualified resident enterprises. It is explained in the detailed rules for implementation that the dividends, bonuses and other equity investment income between eligible resident enterprises mentioned in Item (2) of Article 26 of the Enterprise Income Tax Law refers to the investment income obtained by resident enterprises directly investing in other resident enterprises, but does not include the investment income obtained by continuously holding shares of resident enterprises that are publicly issued and circulated for less than 12 months. 2. What taxes are involved in the equity change of SMEs? 1, Stamp Duty The transfer of equity requires stamp duty, and its tax item is: transfer of property rights, and the tax rate is 0.05%. Taxpayers are both parties to the equity transaction, and the company does not pay taxes. If the company pays taxes, it needs to be removed from the company account. 2. Personal income tax (if the equity transferor is an individual). The income from equity transfer is determined according to tax laws and regulations, and the transferor pays personal income tax on investment premium according to "income from asset transfer", and the tax rate is 20%. The payer is the transferor of the equity. Equity transferee and company do not pay taxes. If the company pays taxes, it needs to be removed from the company account. If the transferor of the equity is a legal entity, the equity transfer does not involve income tax, and the income is combined with the income of the legal entity to calculate the taxable income. 3. The current VAT equity transfer income does not involve VAT. 3. How to calculate tax when transferring equity? 1, Stamp Duty As the registered capital is subscribed at present, the actual transfer amount is often quite different from the subscribed amount when the equity is changed. Stamp duty is levied according to the total contract amount, not the actual transaction amount. The equity transfer contract must reflect the total subscribed amount, paid-in amount and equity transfer amount of the transferor in the company. Stamp duty is based on the largest amount among the three, not necessarily a certain amount. However, this agreement has different understandings in different cities and even different administrators of the same tax administration, and the collection is chaotic. 2. Personal income tax Personal income tax is calculated on the basis of "equity appreciation" (= actual transfer price-actual investment amount-reasonable tax on equity transfer). To put it simply, the original investment of the transferor is 6,543,800 yuan, and the transfer price is 6,543,800 yuan. Then the transferor's equity has increased by 200,000 yuan, and the stamp duty has been paid to 600 yuan (based on 6,543,800 yuan+2,000 yuan), so personal income tax should be paid: 39,880 yuan. If the transfer price is lower than the initial investment, it means that the transferor has not benefited from the proceeds of asset transfer, so there is no personal income tax. In practice, the tax authorities will determine whether the equity transfer price is reasonable according to the value of the shares transferred by the transferor in the company's net assets. If the transfer price is lower than the net assets corresponding to its equity, the tax authorities can re-check the transaction price to determine the fair appreciation of the transferred equity, so as to determine whether it should pay personal income tax. The most basic verification standard is: the share of equity corresponding to net assets. Of course, under special circumstances, equity transfer and low price will also be allowed. The above situation has been specified in State Taxation Administration of The People's Republic of China's Announcement on Issuing the Measures for the Administration of Individual Income Tax on Equity Transfer (Trial). Iv. Matters needing attention in equity transfer: The biggest mistakes made by SMEs in the process of equity transfer are as follows: 1. When there is undistributed profit in the company's book, it will be directly increased; When there is equity appreciation in equity transfer, the transferring shareholder shall pay individual income tax on equity transfer according to the net value appreciation, but the undistributed profit corresponding to his equity remains in the company. In the future, shareholders of the company should still pay personal income tax according to "dividend income" when distributing or re-transferring their shares. So there is a double tax burden. It is suggested that when the book "owner's equity" of the company is greater than the "paid-in capital", if shareholders need to transfer their equity, they should distribute the book profits first and then transfer their equity; 2. When stamp duty and personal income tax occur in the equity transfer, the financial personnel of the enterprise will include the tax paid in the company's expenses. This kind of expenditure, included in the company's expenditure, has the risk of enterprise income tax; Paying taxes on behalf of individuals and paying company fees is a personal income tax risk. To sum up, we should pay attention to how to avoid tax in the company's equity transfer. When tax avoidance is carried out, the transformation of equity holding income and equity transfer income is the premise and foundation of tax avoidance. In addition, when we change our equity, we mainly need to pay taxes, including personal income tax, value-added tax and stamp duty.