Tax treatment of equity swap

First of all, answer directly.

Equity replacement does not involve premium, and the market price of the replaced equity is usually the same as that of the replaced equity. According to the policy, if an individual replaces the equity, the balance of the market price of the replacement equity after deducting the original value of the property and reasonable expenses is taxable income, and personal income tax should be paid.

Second, analyze the details

Equity exchange refers to the purpose of introducing strategic investors or partners, which does not involve the change of control rights, realizing cross-shareholding between the controlling shareholders and strategic partners of the company and establishing interest association. There are three ways in practice, namely, equity swap, equity swap plus assets, and equity swap plus cash.

2. What should I pay attention to in equity swap?

1. Both parties must perform the approval procedures of their respective company's board of directors, necessary industrial and commercial change registration procedures, and state-owned assets evaluation and approval procedures;

2. Try to understand the relevant information of the replaced equity to determine whether there are defects;

3. The purpose of equity swap is usually to introduce strategic investors or partners, and generally does not involve the change of control rights;

4. Asset appraisal;

5. The exchanged fixed assets must be cleaned up before replacement;

6. In the process of equity replacement, the input tax can be deducted from the fixed assets used for production, and the VAT invoice must be provided for the deduction in the exchange of non-monetary assets, while the fixed assets used for non-production cannot be deducted from the input tax;

7. Turnover tax and income tax.