The expenses incurred in the early stage of PPP projects are usually borne by the investors first, and SPV company will bear the expenses incurred in the early stage after its establishment. When the upfront expenses occur, both parties to the contract are the transaction parties and investors, and the bills are also the transaction parties that invoice the investors, so there is tax risk in the entry of upfront expenses of SPV company.
Second, the tax risk analysis
(1) VAT
For the expenses incurred in the previous period, the input tax amount can be confirmed through the compliance bill. According to the tax regulations, the input tax deduction must be consistent between the two parties to the contract, the two parties to the bill and the two parties to the capital flow, and it is necessary to obtain a special VAT invoice. The upfront cost of PPP project is paid by the investor, and the contract signing party and the invoice header are all the information of the investor company. When this part of the expenses was transferred to SPV Company, the original invoice did not meet the deduction requirements, and the input tax amount could not be confirmed for this part of the expenses.
(2) Enterprise income tax
The expenses, contracts and invoices incurred in the early stage are the responsibility of the investor. The entry of SPV company does not comply with the relevant provisions of the enterprise income tax law, and it is an expense unrelated to the income obtained by the enterprise. At the same time, without obtaining a compliant invoice, it is not allowed to deduct it before income tax.
(3) Stamp duty
The expenses incurred in the previous period are partly related to the scope of stamp duty. Although the contract is signed by the investor and the counterparty, if the stamp duty is not paid, there will be a problem of not reporting and paying the stamp duty on time when the business is transferred to SPV company in the later period. If SPV pays taxes, there is a risk that it cannot be deducted before tax because it is not a signatory to the contract.
Three. Suggestions on tax administration
first
Investors should transfer the upfront expenses to SPV company according to the business operation process.
If you can modify and supplement the contract signed by the previous fee and reissue the invoice, you can change the title to SPV company name; If it cannot be modified, supplemented or replaced, the investor shall establish a business relationship with SPV Company and issue invoices or bills that meet the requirements.
second
The upfront expenses paid by government investors need to be confirmed by a third-party intermediary, and the government investors are required to provide copies of relevant bills.
At the same time, government investors are required to issue special VAT invoices to offset the input tax; If you can't issue it, you can only issue a receipt for administrative fees. It is suggested that government investors negotiate with SPV to bear additional taxes and fees. You can also compensate SPV company through PPP contract and project income.
third
Social capital investors should issue special VAT invoices when transferring upfront expenses to SPV company. Due to the relationship between investors and SPV company, the establishment of business dealings should follow the principle of independent trading.
fourth
It is necessary to negotiate with the competent tax authorities, and it is possible to collect and transfer the upfront expenses of this part of the project, or SPV company can use the bills obtained by the investors for accounting.