(1) Company A is the sole controlling shareholder of Company B, which is incorporated in City B, Hubei Province, and has two secondary branches, namely, the factory in City B and the factory in City C. Both branches have set up independent account books, with multi-band accounting, and are engaged in the production and operation of different series of auto parts products. The products do not intersect and there is no internal related business.
(II) 2065438+In March 2005, Company B decided to transform the whole factory in City C into a wholly-owned subsidiary of City D for the sake of business strategy. According to the requirements of Company B, the intermediary agency assessed all the assets and liabilities of the factory in City C on the base date of 20 14 12 3 1. Note: 1, the book value of non-monetary assets such as inventory, fixed assets and construction in progress10.90 billion yuan, with a fair value of 200 million yuan; 2. The tax basis of the above assets and liabilities are equal to the book value.
(III) After evaluation, Company B decided to use the existing factory inventory, fixed assets, construction in progress and other physical assets of Factory C to transform Factory C into a wholly-owned subsidiary D, with a registered capital of 6.5438+0.6 million yuan, and all other assets and liabilities of the original factory C also remained in subsidiary D, with a registered capital of 6.5438+0.6 million yuan and a book value of net assets of 290,000 yuan. Other payables-Company B? Lender); Subsidiary D obtained the business license on March 6th, and Company B also went through the equity registration procedures.
. tax analysis
After the factory in city C was changed to subsidiary D, all the original assets and liabilities remained in the same place, the financial accounting system and treatment remained unchanged, and production and business activities continued. Therefore, the enterprise thinks that the factory in C city is a continuous operation, and nothing has changed, only the name of the enterprise has been changed, and it is not considered to involve income tax business.
After reviewing the articles of association of subsidiary D, the asset appraisal report provided by company B and the accounting treatment of both parties, It is considered that according to the relevant tax provisions of the Notice of State Taxation Administration of The People's Republic of China, People's Republic of China (PRC) on the Income Tax Treatment of Enterprises' Disposal of Assets (Guo [2008] No.828) and the Notice of State Taxation Administration of The People's Republic of China, Ministry of Finance of People's Republic of China (PRC) on the Income Tax Policy of Enterprises Investing in Non-monetary Assets (Cai Shui [2014]16), Enterprise B invests all its physical assets. Including fixed fact, the establishment of subsidiaries is funded by net assets, which belongs to the foreign investment business of non-monetary assets stipulated in Caishui [2065 438+04] 165 438+06. Therefore, the income from the investment and transfer of non-monetary assets should be recognized and the enterprise income tax should be calculated and paid.
Finally, the tax-related treatment.
The enterprise accepts the opinions of the tax authorities and agrees to handle it in accordance with the relevant provisions of Caishui [2065 438+04] 1 16. Related party income tax is treated as follows:
(1) Tax treatment of Company B
1.B company confirms that the realization time of non-monetary assets transfer income is when the investment agreement comes into effect and the equity registration formalities are completed, that is, March 20 15.
2. Company B shall confirm that the income from the transfer of non-monetary assets = the assessed fair value of non-monetary assets-tax basis = 20,000-19,000 =1000,000 yuan, which can be included in the taxable income of the corresponding year by installments in five tax years from 20 15 to 20 19.
3. Taking the original taxable cost of non-monetary assets (i.e. inventory, fixed assets and construction in progress) of 654.38+0.60 million yuan as tax basis, and adding the income from the transfer of non-monetary assets confirmed every year, adjust the rights and interests of Company B year by year.
If Company B confirms its income within five years, because Company B is willing to declare the transfer income at one time, its annual equity tax basis is: 6,543,800 yuan. Therefore, an enterprise can adjust its equity tax basis to 16000+1000 =170 million yuan at one time, but its accounting cost is still160 million yuan.
Company B will transfer the equity of its subsidiary D in the future, and deduct the tax cost of170 million yuan from the equity transfer income in tax basis to calculate the equity transfer income.
(II) Tax treatment of subsidiary D
Paragraph 2 of Article 3 of Caishui [20 14] 1 16 stipulates that the tax basis of non-monetary assets acquired by the invested enterprise shall be determined according to the fair value of the non-monetary assets. Therefore, the tax basis of the physical assets acquired by subsidiary D is 200 million yuan, and the depreciation or amortization expenses can be deducted before tax. As subsidiary D still carries out accounting treatment on physical assets according to the original book value, it will reduce the taxable income by 654.38+million yuan at the time of annual declaration.