Daiyu and Baoyu negotiated the establishment of Honglou Culture Co., Ltd., with Daiyu contributing 4.9 million yuan, accounting for 49% of the shares; Baoyu contributed RMB 5,654,380,000, accounting for 565,438+0% of the shares. Daiyu holds shares directly, and Baoyu holds shares indirectly through Jia's shareholding. The shareholding structure is as follows:
After the establishment of the Red Chamber Culture, Daiyu and Baoyu Qi Xin cooperated well, and their traffic as online celebrities attracted a lot of business for the company, which made the Red Chamber Culture make a profit of 50 million yuan in the first year. The two negotiated to withdraw the surplus reserve100000 for the future development of the red chamber culture. After the surplus reserve is withdrawn, the net asset structure of Honglou Culture at the end of the first fiscal year is as follows:
Paid-in capital100000.
Capital reserve 0
Surplus reserve100000.
The undistributed profit is 40 million.
It is certainly a very happy thing for the company to make money. But happiness is always so short-lived, and Daiyu will soon face new troubles.
(2) Dividends
After making so much money, the company has no new investment projects for the time being. Daiyu and Baoyu discussed that instead of leaving 40 million spare money in the company's account, it is better to pay dividends.
According to the shareholding ratio of Daiyu and Harvest Holdings, if dividends are paid, Daiyu can get a dividend of19.6 million (40000.49%) and Harvest Holdings can get a dividend of 20.4 million (40005654.38+0%).
At this time, the tax bureau came to the door and asked Daiyu to pay personal income tax. Daiyu had a heated argument with the tax bureau.
Baoyu and Harvest Holdings do not pay taxes. As long as Daiyu pays taxes alone, no wonder Daiyu has feelings. However, this is not a bad thing. In fact, the tax bureau has a clear legal basis for everything it says.
According to the relevant provisions of the Individual Income Tax Law, individuals shall pay individual income tax at the rate of 20% when they obtain dividends and bonus income. Therefore, Daiyu should pay personal income tax at the rate of 20% when she gets dividends from the red chamber culture. Baoyu doesn't directly hold the equity of the red chamber culture, so the dividends of the red chamber culture don't need to be taxed.
Article 26 of the Enterprise Income Tax Law stipulates that dividends, bonuses and other equity investment income between resident enterprises are tax-free. Therefore, Harvest Holdings does not have to pay taxes when it receives dividends from the Red House culture.
So is this the fault of Daiyu or the fault of the tax law? In fact, there is nothing wrong with Daiyu and the tax law.
Although both Daiyu and Jia Holdings are shareholders of the Red Chamber Culture, Daiyu is a natural person shareholder and is subject to the individual income tax law. However, Jia culture is corporate shareholders, and the enterprise income tax law is applicable. They follow different logic.
(3) Capitalization
Since dividends are taxed so much, they should not be divided at all. Daiyu and Baoyu decided to convert the 40 million undistributed profits into registered capital. This can show the scale and strength of the company to the outside world, and is also of great benefit to the business development of the red chamber culture. As a result, the shareholders' meeting of Honglou Culture quickly made a resolution to transfer 40 million undistributed profits into registered capital.
The accounting treatment of transferring undistributed profits to registered capital is particularly simple.
Debit: undistributed profit of 4,000 yuan.
Loan: paid-in capital is 4,000 yuan.
After the transfer, the net asset structure of Honglou Culture is as follows:
Paid-in capital is 50 million yuan.
Capital reserve 0
Surplus reserve100000.
Undistributed profit 0
The accounting treatment of capital transfer here has just been finished, and the tax bureau there has come to see you again. Daiyu and the tax bureau clashed again.
After listening to the tax bureau's explanation, Daiyu could no longer restrain her anger. The money transferred to the company account is still there. I didn't get any money. Why should I pay taxes? And Baoyu and Harvest Holdings don't have to pay a penny?
In fact, to understand this problem, we need to start with the nature of each component of the company's net assets. The company's net assets are divided into two parts, one is the capital contribution of shareholders (that is, the money invested by shareholders) and the other is the retained earnings (that is, the money earned by the company itself). Shareholders' investment is included in paid-in capital and capital reserve, and retained earnings are included in surplus reserve and undistributed profit.
Accounting has the logic of accounting and tax law has the logic of tax law. In the accounting field, the conversion of retained earnings into capital is decomposed into dividends and capital increase in the tax field, which is the "decomposition theory" in the tax law.
According to the Reply of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Personal Income Tax on Transferring Surplus Provident Fund to Registered Capital (Guoshuihan (1998) No.333), the Red House Culture transfers undistributed profits to registered capital, which is regarded as dividends and bonuses distributed by the company to shareholders, and shareholders increase registered capital with the dividends and bonuses. Shareholders shall pay individual income tax on dividends and bonus income. The Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Further Strengthening the Administration of Personal Income Tax Collection for High Income earners (Guo Shui Fa [2010] No.54) also has the same provisions.
Therefore, Daiyu should pay personal income tax.
Since it is regarded as a dividend, Harvest Holdings, as a corporate shareholders, does not have to pay taxes according to the provisions of the Enterprise Income Tax Law. Baoyu doesn't directly hold shares in Honglou Culture, and he doesn't have to pay a tax.
(4) liquidation and cancellation
In the fifth year, due to the changes in the economic environment, the profitability of the red chamber culture declined. Daiyu and Baoyu thought that the company had completed its mission and decided to dissolve the red chamber culture. After liquidation, the remaining net assets of Honglou Culture are 6 million. According to the proportion of investment, Daiyu got 2.94 million (600.49%) and Harvest Holdings got 3.06 million (600.5 1%).
Compared with the investment cost when the company was established, Daiyu lost 654.38+0.96 million (490-294) and Harvest Holdings lost 2.04 million (565.438+00-306).
Readers who have seen the tax burden that cooperative development of real estate has to consider know that the investment loss can be deducted before enterprise income tax, and Baoyu can deduct the investment loss of 2.04 million from Harvest Holdings' profits in that year.
Then Daiyu paid so much personal income tax that she lost 1.96 million this time. Can she apply for a tax refund from the Inland Revenue Department? The answer is, no.
Article 6 of the Individual Income Tax Law stipulates that interest, dividends, bonus income and accidental income are taxable income. In other words, individual income tax on dividends is levied on a per-time basis, and the amount of income each time is taxable income, which cannot be deducted from each other.
Daiyu lost 6.5438+0.96 million yuan, which is also a waste.
(v) Lessons learned
Daiyu's direct investment in the red chamber culture has hurt herself: paying taxes on dividends, paying taxes on capital increase, and wasting investment losses. On the other hand, Baoyu used Jia's indirect shareholding to avoid the above problems perfectly.
This paper only analyzes the defects of the direct structure of natural persons from the perspective of tax burden. In fact, in addition to the above shortcomings, the direct structure of natural persons also has huge financial risks and disadvantages that hinder the long-term development of the company.
Then, in the company's shareholding structure, is the direct structure of natural persons useless, while the indirect structure of holding company is an invincible sword? The answer is of course no.
The so-called ridge side of the transverse view peaks, and the distance is different. Next time, the author will let you see the other side of these two ownership structures, ensuring that it will exceed your expectations.