Debt equity transfer+enterprise income tax

The concept of transferring equity with debt refers to a transaction in which when an individual transfers the equity of a company, the acquirer requires the transferor to bear the hidden liabilities of the company before the transfer benchmark date, so as to avoid the original shareholders hiding the debts, and then the new shareholders indirectly bear the risk of asset impairment of the company. Generally, when signing an equity transfer transaction contract, both parties will tentatively set a transaction price according to the net assets evaluation of the target company (referring to the transferred company). If new unknown liabilities are discovered afterwards, it means that the net assets of the target company will decrease and the equity price will be lowered accordingly. Therefore, the acquirer will directly offset this part of the newly emerging liabilities against the equity transaction price, which means that the transferor's equity transfer income will be reduced. Case Individual shareholder Party A invested RMB 6,543,800,000.00 Yuan in 2065,438+02 to set up the target company A. By the end of 2065,438+04, the assets of the target company were RMB 6,543,800.00 Yuan, the liabilities were RMB 4,000,000.00 Yuan and the net assets of the company were RMB 6,000,000.00 Yuan. At the beginning of 20 15, Party B intends to acquire Company A, and both parties adopt the cost method (i.e. net assets) to acquire the equity of Company A. Both parties agree that based on the net assets at the end of 20 14, the known assets of Company A are100,000 yuan and the liabilities are 4 million yuan, and Party A will temporarily transfer the equity of Company A to Party B at 6 million yuan. Then the income from Party A's equity transfer is 6 million yuan, and after deducting the investment cost, its personal equity transfer income is 5 million yuan. Party B is worried that the target company may have hidden liabilities before 20 14, and the transfer contract also stipulates that if the liabilities of Company A before the new delivery date appear in the future, including the taxes that should be paid before, the equity transfer price will be recalculated to directly reduce the newly-increased liabilities by 6 million yuan. If the tax authorities intervene in the inspection in advance in the installment transaction of equity transfer, the inspection results require Company A to pay back the various taxes and fees of 2065438+ 1 10,000 yuan before the end of 2004. At the same time, when handling the handover procedures, it was found that a company had a debt of 500,000 yuan before the contract date. Then Company A has generated two new unknown liabilities of 654.38+0.5 million yuan, and the actual net assets of the company at the end of 2065.438+04 decreased from 6 million yuan to 4.5 million yuan (600-654.38+050). According to the equity transfer contract signed by Party A and Party B, this responsibility is actually borne by Party A, and the equity transfer price is reduced from 6 million yuan to 4.5 million yuan. Then, how should the personal income tax be calculated for this kind of debt-bearing equity transfer? Should the tentative price of both parties change the income from personal equity transfer? According to the current individual income tax law and relevant policies, the income from individual equity transfer is the amount after deducting the cost of equity transfer and related reasonable taxes and fees from the income from equity transfer. Article 10 of the Regulations for the Implementation of the Enterprise Income Tax Law stipulates that the forms of personal income include cash, physical objects, securities and other forms of income. If the income is in kind, the taxable income shall be calculated according to the price indicated on the obtained certificate. If there is no physical voucher or the price indicated on the voucher is obviously low, the taxable income shall be verified with reference to the market price; If the income is securities, the taxable income shall be verified according to the par price and market price; If the income is other forms of economic benefits, the taxable income should be verified with reference to the market price. Obviously, personal income should be calculated according to actual income. The reply of State Taxation Administration of The People's Republic of China on Personal Income Tax on Income from Equity Transfer (Guo [2007] No.244) is as follows: All the original shareholders of a hot spring company in your province transfer their equity to the new shareholders by signing an equity transfer agreement, and the creditor's rights and debts before the agreed time shall be borne by the original shareholders, and the creditor's rights and debts after the agreed time shall be borne by the new shareholders. According to the individual income tax law and its implementing regulations, the original shareholders should collect individual income tax according to the item of "income from property transfer". Calculation of taxable income: (1) After the original shareholder obtains the transfer income, he will pay off the creditor's rights and repay the debts according to the shareholding ratio, and then distribute the taxable income to all shareholders. The calculation formula is: taxable income = (total income from equity transfer of the original shareholder-total debt undertaken by the original shareholder+total creditor's rights recovered by the original shareholder-registered capital-relevant taxes and fees in the process of equity transfer) × shareholding ratio of the original shareholder. Among them, the debts undertaken by the original shareholders do not include the profits payable to unpaid shareholders (the same below). (II) If the original shareholder distributes the equity transfer income and creditor's rights and debts according to the shareholding ratio after obtaining the transfer income, the formula for calculating the taxable income is: taxable income = equity transfer income obtained by the original shareholder+creditor's rights income of the original shareholder-the original shareholder bears the debt cost of the company-the original shareholder's investment cost in the company. According to the document No.244 [2007] of Guoshuihan, the debts assumed by shareholders are deducted from their transfer income. Therefore, in the above-mentioned transfer of the company's equity by Party A, the decrease of the net assets of the target company should be the decrease of the actual transfer income of Party A's equity. As the unknown debt of the target company increased by RMB 6,543,800+RMB 5,000, the actual income of Party A's equity transfer became RMB 4,500,000. After deducting the cost of RMB 654.38+0 million, the income from personal equity transfer is RMB 3.5 million.