M company is a state-owned enterprise focusing on service industry. Although there is extensive cooperation with other enterprises in the field of business outsourcing, mainly outsourcing their business to other enterprises, there is little cooperation in the market. With the extension of M company to related business fields (innovation business for short), it is necessary to cooperate with A company in the market.
Company M plans to cooperate with Company A in the field of innovation, with Company A providing market resources and Company M providing IT technical force ... The cooperation mode between Company M and Company A will be analyzed here. The cooperation with Company A adopts a general model, and we may face the following two problems:
(1) If proportional extraction is adopted, it will face the problem of how to pay this fee, which is even more difficult for state-owned enterprises.
(2) If the cost additive process is adopted, it will not only face the problem of payment method, but also face the problem of cost accounting.
If a joint venture company is formed, it seems that it can solve the problem of cost payment, as long as it is divided according to the proportion of equity, but it faces another problem, that is, the new company cannot inherit the qualifications owned by M company, and its recognition by the government may be greatly reduced. Can it still get the project smoothly? And even if the government approves it, the new company has no execution ability. Even if it is to undertake the project, it still needs M company to do it, which involves the cost of M company. If Ma Company, a joint venture company, has undertaken a project with a capital of 6,543,800 yuan, it should be handed over to M Company. Company M said it needed 9.5 million yuan, but in fact, Company A could not judge. Assuming that the cost is only 8 million, then Company M earned a profit of 6.5438+0.5 million through subcontracting, and the remaining 500,000 can also be divided into 250,000 shares (assuming the equity ratio is 50%), then Company M earned 6.5438+0.75 million and Company A earned 250,000. Of course, Company M can also take advantage of information asymmetry to tell Company A that Company M also made 25%. Obviously, this will inevitably lead to distrust.
Second, the transaction arrangement to solve most problems.
In order to solve the above problems, a trading arrangement can be designed.
(1) Preliminary trading arrangements
Company M and Company A jointly invested in the establishment of Ma Company, with Company A contributing 6.5438+million, Company M contributing 2 million, intangible assets worth 8 million, with Company M accounting for 50% and Company A accounting for 50%.
Taking M company as the main business entity, we can use the qualification of M company to gain the trust of the government.
Assume that a project is undertaken with RMB 6,543,800,000.00 Yuan, and the contracting entity is Company M.. After deducting the reasonable tax of 500,000 yuan (calculated according to the current tax policy), Company M subcontracted all 9.5 million yuan to Company Ma. At this time, according to the revenue figures, M Company earned 6.5438+million, while the outsourcing expenses were 9.5 million, and Ma earned 9.5 million.
After the delivery of this project is completed, assuming the cost is 7.5 million yuan, it will generate a profit of 2 million yuan, leaving 6.5438+0.4 million yuan after deducting taxes and fees. Company M and Company A split the profit according to the equity ratio, and each company got 700,000 yuan.
(2) Transaction arrangement of personnel support
Before designing the trading arrangement, it is assumed that Ma Company is fully capable of delivering the goods (personnel can be sent by M Company). But in fact, especially in the initial stage, it is impossible for Malaysia to have full delivery capacity, so it is necessary to send personnel to support Malaysia. The easiest way is to send 30 people to the horse company, and the salary will be paid by the horse company. But I don't think anyone wants to do this, but still wants to maintain the identity of M company, especially in the case of unclear innovation business. M company doesn't want these 30 people to be idle and hopes to improve its reuse efficiency.
If company M can't send technicians, it can send employees to support specific projects, but sending employees to support specific projects involves the issue of employee pricing. Why should Company A recognize the pricing of employees of Company M? What should M Company do to transfer profits through employee pricing?
At this time, it is recommended to calculate the personnel expenses according to the cost. Send personnel to print the bank payroll for nearly 6 months as the valuation basis. According to the comprehensive welfare fee in Beijing, Company M and Company A negotiate a personnel fee rate, for example, the rate is 1.5, which is 1.5 times the employee's salary. Ma pays the settlement staff of M company according to the wage rate, which is actually equivalent to assuming that these people are employed by Ma company, and what is their labor cost. We have basically achieved effective simulation through this algorithm.
As for the personnel expenses, since the whole project is subcontracted by M company to Ma company, the personnel expenses are paid by Ma company. In order to prevent double taxation, this part of the labor expenses can be deducted when M company subcontracts to Ma company.
(C) M Company's internal operation and evaluation
As the internal business department of M company, suppose S department, this transaction structure does not necessarily conform to its business operation practice, and its outsourcing personnel can't go out at cost, but get income and profits at a higher cost.
But in fact, this kind of worry is unnecessary. As mentioned earlier, the customer signed a contract with M company, and the company recorded all the income to S department, so that S department got the income. At the same time, S department also paid the cost, which is the opportunity cost of its personnel engaged in M&A projects. At the same time, the S department also made a profit, which came from the year-end dividend paid by Ma Company to M Company. Of course, there will be a price difference here, which is actually the profit of company A.
If there is no cooperation with company A, this transaction arrangement is actually reasonable for department S. If it gets 6,543.8+0,000 income, 500,000 labor costs and 300,000 outsourcing expenses (outsourced to company P), its profit will be 200,000, but in fact, company P also earns 50,000, and department S also benefits company P, but this company P is replaced by company A in our transaction arrangement.
Therefore, it has no impact on the income or profit assessment of the S department.
(4) A complete example of the new transaction structure.
With the assistance of Company A, Company M signed an innovative business of100,000 yuan with customers. The government paid M Company twice, 5 million before the project and 5 million after the project.
After receiving the first 5 million yuan, M Company organized a team of 20 people to form a project team, and Ma Company also had 10 junior technicians to join the project team. The average annual salary of 20 people in M Company is 200,000 yuan, * * 4 million yuan, and that of Ma Company is 6,543.8+0,000 yuan, * * 6,543.8+0,000 yuan. Assume that the completion time of the project is from June+10 to February+February, 65438, that is, the whole year.
According to the staff budget, Company M deducts the half-year staff budget of 2 million yuan and the first tax of 654.38+10,000 yuan, that is, subcontracts the business to Company Ma at the ratio of 2.9 million yuan (500-200-654.38+00).
Suppose the second payment of the customer arrives in time, but due to the change of the project content, M Company invested 6 more people to complete this project, and these 6 people invested 26 people in this project throughout the year.
Then, when calculating the last subcontracting agreement, the subcontracting price of M Company is 6,543,800+7,000 yuan (5,000-200-120-10) and it is subcontracted to Ma Company.
The company's annual income is 4.6 million yuan. After deducting the cost of junior technicians of RMB 6.5438+0 million and the travel expenses, business entertainment expenses and office expenses of RMB 500,000, the profit of this project is RMB 36.5438+0 million. After deducting taxes and fees, the remaining net profit is 2.4 million yuan. If all the net profits are distributed, then Company M will distribute a dividend of 6,543.8+0.2 million yuan, and after deducting the dividend income tax, Company A will also distribute a dividend of 6,543.8+0.2 million yuan.
At this point, Company A assisted Company M in obtaining the project of RMB 6,543,800,000, and Company A * * * obtained the net income of RMB 6,543,800,000 in a 50-50 way. The book sales revenue of S department of M company is 654.38+million, and the gross profit is 654.38+million.
The income of Company M can be calculated as follows: 6,543.8+0.2 million-0.2 million tax-(2.9 million outsourcing expenses+6,543.8+0.7 million outsourcing expenses)-(2 million employee salary and welfare expenses+2 million employee welfare expenses+6,543.8+0.2 million employee welfare expenses)+6,543.8+0.4 million dividend = 65,400.
Assuming that we don't cooperate with Company A, if we cooperate with other outsourcing company P, our own labor input will be 5.2 million, the outsourcing cost will be 4.6 million, and the final income will be 6.5438 million yuan.
(E) The biggest problem of the new transaction structure
Because the transaction structure is designed among three legal persons, the biggest problem is the tax issue, which may produce greater tax pressure. It is necessary to explore the problem of reasonable tax avoidance. For example, in the case of multiple projects, dividends may not be divided, but reducing the outsourcing cost of another project is also a disguised dividend, which can reduce tax problems.
Third, summary.
This transaction structure can solve the trust of both parties, cost pricing, profit sharing, commission payment and other issues. Of course, some new problems will inevitably arise. But it's good for both sides. For company M, the main problem is to avoid the commission payment. The key of horse is to use the qualification of M company. For Company A, resources have become benefits.
At the same time, from the development point of view, with the maturity of Malaysian company, many businesses will be transferred to Malaysian company to undertake independently, so M company and A company do not need special transaction structure, so they can pay dividends.
Such a structure is also beneficial to Company A. Even if the cooperation between the two parties finally goes their separate ways, Company Ma has also precipitated some technicians, and Company M cannot be fully included. After Company M quits in the future, Company A can rely on this team to continue to innovate its business. At the same time, M company is also familiar with the innovative market through this transaction structure, and uses MA to conduct business in areas where A company is rich in resources, and other areas can also conduct business with M company as the main body. After all, most of the business backbones belong to M Company.