How to deal with taxes by investing in proprietary technology at a fixed price?

According to the reports of appraisal firms and accounting firms, Company A recorded proprietary technology as intangible assets and increased paid-in capital. Company A amortizes the above know-how every year according to the term of 10. Now the tax authorities believe that the amortization of this proprietary technology cannot be deducted before tax. Reason: 1. The investment in proprietary technology has not been invoiced; 2, 40 million yuan of proprietary technology value is too high. A: 1. Business Tax "Notice of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Printing and Distributing Notes on Business Tax Items (Trial Draft)" (Guo Shui Fa [1993] 149) stipulates that the transfer of non-patented technology refers to the transfer of ownership or use right of non-patented technology. Article 1 of the Notice of State Taxation Administration of The People's Republic of China, Ministry of Finance of People's Republic of China (PRC) on Business Tax on Equity Transfer (Caishui [2002] 19 1No.) stipulates that if intangible assets or real estate are invested in shares and participate in the profit distribution of investors, business tax will not be levied. The Reply of Guangdong Local Taxation Bureau on whether to issue invoices for investment in real estate and intangible assets (Guangdong Local Taxation Letter [2007] No.703) stipulates that taxpayers' investment in real estate and intangible assets does not belong to business activities, and there is no business receipt and payment. According to Article 20 of the Measures for the Administration of Invoices in People's Republic of China (PRC), invoices are not issued. According to the above provisions, the non-patented technology mentioned in the question belongs to intangible assets. Natural persons invest in shares with their proprietary technology, participate in the profit distribution of Company A, share the investment risks, and do not levy business tax. At this time, the natural person provided non-operating business without issuing an invoice to Company A. According to the Official Reply of State Taxation Administration of The People's Republic of China on the Issue of Levying Business Tax on Investing in Real Estate or Intangible Assets with Fixed Profit (Guo [1997] No.490), it is an act of transferring the right to use intangible assets by investing in shares with trademark rights, patents, non-patented technologies, copyrights and goodwill. Transfer intangible assets? Business tax is levied according to tax items. If a natural person collects a fixed profit by investing in shares, he shall pay business tax according to the transfer of intangible assets. The natural person belongs to providing business and should issue an invoice to company A. 2. Personal income tax According to the Regulations on the Implementation of the Individual Income Tax Law, the income from royalties refers to the income obtained by individuals providing the right to use patents, trademarks, copyrights, non-patented technologies and other franchises. Article 10 of the Regulations for the Implementation of the Individual Income Tax Law stipulates that the forms of personal income include cash, physical objects, securities and other forms of economic benefits. If the income is in kind, the taxable income shall be calculated according to the price indicated on the obtained certificate; If the physical object without vouchers or the price indicated on vouchers 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. Therefore, a natural person who invests in shares with the right to use non-patented technology, provides proprietary technology to Company A and obtains the equity of Company A belongs to providing the right to use non-patented technology to obtain other forms of economic benefits (the equity of Company A), and the natural person should pay personal income tax according to the royalties. 3. Pricing Issues Article 1 of the Notice of the Ministry of Finance and the State Administration for Industry and Commerce on Several Issues Concerning Strengthening the Management of Investment Evaluation of Non-monetary Property (Caiqi [2009] No.46) stipulates that in any of the following circumstances, an asset evaluation shall be conducted: (1) Where the investor contributes with non-monetary property; (2) In the process of capital verification or application for industrial and commercial registration, the capital verification institution or investor finds that the non-monetary property as capital contribution and the asset status, use mode and market environment on the benchmark date of evaluation have undergone major changes, or the asset value may have undergone major changes due to major changes in the evaluation assumptions; (three) other matters that need to be evaluated by laws and administrative regulations. Article 2 stipulates that the investor shall entrust an asset appraisal institution established according to law to appraise the non-monetary assets. Article 3 stipulates that investors who contribute capital with non-monetary property shall be responsible for the authenticity and legality of the non-monetary property provided. Article 4 stipulates that when an asset appraisal institution engages in appraisal business with non-monetary property, it shall strictly follow the relevant asset appraisal standards and norms, and bear legal responsibility for the rationality of the appraisal conclusion. According to the above provisions, if an investor contributes capital with non-monetary property, he shall be responsible for the authenticity and legality of the non-monetary property provided, and the asset appraisal institution shall bear legal responsibility for the rationality of the appraisal conclusion. The appraised price of this proprietary technology is 40 million yuan, and the natural person has no relationship with Company A and its original shareholders, which is recognized by shareholders and its pricing is reasonable.