For example, Company A is a shareholder of Company B, with an investment of 5 million yuan, which corresponds to the undistributed profit of Company A in Company B of 6,543,800,000 yuan. If Company A normally transfers its equity at 6,543,805,000 yuan, it shall pay the transfer income tax of (654,38+0500-500) * 25% = 2,500,000 yuan.
Therefore, Company A directly withdraws its capital, and its undistributed profit is 6,543,800,000 yuan, which is equivalent to the dividend that Company A receives from Company B, and is exempt from enterprise income tax. In this way, Company A does not need to pay income tax, and at the same time, the third party Company C has increased its capital to enter Company B with RMB 6.5438+0.5 million.
In this way, both Company A and Company C have achieved results, while Company A does not pay income tax.
However, why should we adopt the method of divestment? Since dividends are tax-free, it is possible that Company B will pay dividends to Company A first, and then Company A will transfer its equity. Moreover, the latter operation is more convenient and simple than the former.
In fact, there are special reasons for this.
First of all, if the shareholders of Company B have both Company A and individuals, then in the case of dividend priority, although the dividends of Company A are tax-free, the dividends of individual shareholders need to be taxed, and the result is likely to cause opposition from individual shareholders.
Secondly, if the equity of Company B held by Company A may be flawed, the third party may not be willing to buy the equity directly, so as not to get involved in possible equity disputes. At this time, in the case that Company A directly withdraws its capital, the equity obtained by the third party through capital increase is relatively pure and uncontroversial, which is more in line with the wishes of the third party to some extent.
Although this method of withdrawing capital first and then increasing capital by a third party has its advantages, it also has risks. The main risk is that after Party A withdraws its capital contribution, other shareholders of the company will not agree to the third party's capital increase, or put forward other capital increase requirements, which will hinder the third party's capital increase.
Therefore, according to the specific situation of the company and the situation of shareholders, we should determine a comprehensive plan, whether to withdraw the capital first or transfer the equity first. (In this case, tax lawyers tend to be more comprehensive when designing comprehensive plans, considering both the equity company law level and the tax level. )
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