(1) Business combination enjoying preferential tax policies
The difference of tax preferential policies in different regions determines that different profits can be obtained when the target companies with the same nature and operating conditions are acquired in different regions. Among the preferential tax policies stipulated in China's current income tax law, one category is regional preference:
For high-tech enterprises registered in the high-tech development zone approved by the State Council, the income tax may be levied by half; Can new enterprises in poor and old areas be exempted from income tax? 3 years;
For domestic-funded enterprises in industries encouraged by the central and western countries, in? 200 1 to? During the period of 20 10, can it be reduced? The income tax rate is 15%. When merging companies, we can use the regional preferential policies in China's current tax law to select the target company in the areas where we can enjoy preferential policies.
In this way, through the acquisition, we can use this preferential treatment to transfer the profits of the group to low-tax areas, thus reducing the overall tax burden of the group and saving a lot of future expenses for enterprises.
(B) the merger of loss-making enterprises
Profit-making enterprises can choose those enterprises that have suffered serious losses in one year or have been unprofitable for several consecutive years and have already suffered considerable losses as the merger targets and target companies, use the book losses of loss-making enterprises to offset the taxable income of profit-making enterprises, and make full use of the preferential policy of break even to reduce tax payment and reduce the income tax burden of the merged enterprises.
According to the relevant regulations of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC), if the merged enterprise continues to be an independent taxpayer after the merger, the operating losses that have not been made up before the merger shall be made up by the income of the subsequent year within the time limit stipulated by the tax laws and regulations, and shall not be made up by the income of the merged enterprise;
If the merged enterprise does not have the qualification of independent taxpayer after the merger, the operating losses that have not been made up before the merger can be made up by the merged enterprise with the income of the following year within the time limit stipulated by the tax laws and regulations. Therefore, in the tax planning of enterprise merger, we can apply the policy of making up for losses and cancel the qualification of independent taxpayer of the merged enterprise to reduce the tax burden.
Extended data:
Company merger and acquisition business license
A securities company engaged in the financial consulting business of mergers and acquisitions of listed companies shall meet the following conditions:
(1) The company's net capital complies with the provisions of the China Securities Regulatory Commission;
(2) Having a sound internal control mechanism and management system, and strictly implementing the risk control and internal isolation system;
(3) Establish a perfect due diligence system with good project risk assessment and core mechanism;
(4) The company's financial accounting information is true, accurate and complete;
(5) The controlling shareholder and actual controller of the company have a good reputation and no record of major violations of laws and regulations;
(6) There shall be not less than 5 financial advisers.
(seven) other conditions stipulated by the China Securities Regulatory Commission.
References:
Baidu encyclopedia-enterprise merger and acquisition