1. Transfer the equity to a place with tax incentives at a low price.
2. If there are preferential tax policies, it will be transferred to the transferee at the market price.
Operational difficulties:
1. The first low-price transfer was reasonably accepted.
According to Article 12 of the Measures for the Administration of Individual Income Tax on Equity Transfer (Trial) Announcement (People's Republic of China (PRC) State Taxation Administration of The People's Republic of China Announcement No.67, 20 14).
Article 12 In any of the following circumstances, it shall be deemed that the income from equity transfer is obviously low:
(1) The declared equity transfer income is lower than the share of net assets corresponding to the equity. Among them, the invested enterprise owns land use rights, houses, unsold real estate, intellectual property rights, exploration rights, mining rights, equity and other assets, and the declared equity transfer income is lower than the fair value share of the net assets corresponding to the equity;
(2) The declared income from equity transfer is lower than the initial investment cost or the price paid for acquiring equity and related taxes;
(3) The declared income of equity transfer is lower than that of the same shareholder or other shareholders of the same enterprise under the same or similar conditions;
(4) The declared income from equity transfer is lower than that of enterprises under the same or similar conditions in the same industry;
(five) unreasonable free transfer of equity or shares;
(six) other circumstances identified by the competent tax authorities.
Although there are express restrictions on low-price transfer, the standards in the regulations are not very clear, which leads to different implementation standards of local tax bureaus, and the difficulty of operation depends on local tax bureaus. It is worth noting that some enterprises have successfully transferred their shares to tax depressions at a low premium rate. After analysis, can the key success points provide reasonable reasons and be accepted by the tax authorities during the inspection?
2. Find a suitable tax depression.
Many local governments have some preferential tax policies, but the industries supported by the government may be different in different places. In some places, sole proprietorship enterprises are approved and levied, and the tax rate is as low as 3.5%, which greatly reduces the tax burden. Generally, enterprises established for the purpose of equity transfer like to choose higher policies. This is the standard, but it is not the only standard. Two other more important factors should also be considered.
Policy stability
In the long run, enterprises established for the purpose of equity transfer are generally long-term (excluding enterprises that need to do transactions immediately), so choosing an enterprise with unstable reputation but good policies as tax burden will have certain risks that enterprises need to bear.
To sum up, the process of equity transfer involves relative interest exchange and profit, so at the national level, the parties must pay a part of taxes and fees to get better protection and treatment, but in the process of transfer, it is necessary to plan the calculation of taxes and fees and the specific place to pay taxes and fees, and only when all procedures are legal can the transfer continue.
I hope the above content can help you. Please consult a professional lawyer if you have any other questions.
Legal basis: Article 7 1 of the Company Law.
Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.