1. Value-added tax. According to Article 14 of the "Implementation Measures for the Pilot Program of Replacing Business Tax with Value-Added Tax" Annex 1 of the "Notice of the Ministry of Finance and the State Administration of Taxation on Comprehensively Launching the Pilot Program of Replacing Business Tax with Value-Added Tax" (Caishui [2016] No. 36), units or individuals The free transfer of intangible assets or real estate by industrial and commercial households to other units or individuals, except for public welfare or for the public, shall be regarded as the sale of services, intangible assets or real estate.
2. Corporate income tax. The "Announcement of the State Administration of Taxation on Several Issues Concerning the Taxable Income of Enterprises" (State Administration of Taxation Announcement No. 29 of 2014) stipulates: "Enterprises receive assets transferred from shareholders (including assets donated by shareholders, listed companies in the share-trading reform) In the process of receiving assets donated by the original non-tradable shareholders and new non-tradable shareholders, and the shareholders giving up the equity of the company, the same below), if the contract or agreement stipulates that it will be used as capital (including capital reserve) and has been done in accounting If it is actually handled, it will not be included in the company's total income, and the company should determine the tax basis of the asset based on its fair value. "If it is treated as capital (including capital reserve), it means that the matter is a normal behavior of the company accepting shareholder equity investment. , therefore, the transferred party cannot treat it as income for income tax, and at the same time, the tax basis of the asset should be determined based on its fair value. The transferring party shall pay corporate income tax based on the income recognized as the difference between the fair value and the tax basis. However, if an enterprise receives assets transferred from shareholders and treats them as income, the fair value shall be included in the total income, the corporate income tax shall be calculated and paid, and the tax base of the asset shall be determined based on the fair value.
In addition, according to the "Notice of the Ministry of Finance and the State Administration of Taxation on Promoting Enterprise Restructuring and Related Corporate Income Tax Treatment Issues" (Caishui [2014] No. 109), for 100 directly controlled resident enterprises, as well as those affected by The transfer of assets between resident enterprises directly controlled by the same or the same number of resident enterprises100 shall be based on the net book value. If there is a reasonable commercial purpose and the main purpose is not to reduce, exempt or postpone the payment of taxes, the assets shall be transferred for 12 consecutive months. If the original substantive operating activities of the transferred assets do not change within the period, and neither the transferor enterprise nor the transferee enterprise recognizes profits or losses in accounting, you may choose to undergo special tax treatment in accordance with the following provisions: 1. The transferor enterprise and the transferee enterprise The transferred enterprise does not confirm the income. 2. The tax calculation basis of the transferred assets obtained by the transferee enterprise shall be determined based on the original net book value of the transferred assets. 3. The transferred assets obtained by the transferee enterprise shall be depreciated and deducted based on their original net book value. The "Announcement of the State Administration of Taxation on Issues Concerning the Collection and Administration of Enterprise Income Tax on Asset (Equity) Transfer" (State Administration of Taxation Announcement No. 40 of 2015) further clarifies: "The tax basis for the transferee enterprise to acquire the transferred equity or assets shall be based on "Determination of the original net book value of the transferred equity or assets" means that the tax basis for the transferred equity or assets obtained by the transferred equity or assets is determined based on the original tax basis of the transferred equity or assets; the so-called "transfer-in" "For transferred assets acquired by the transferee enterprise, depreciation deductions or amortization shall be calculated based on the original net book value of the transferred assets." This means that for transferred assets acquired by the transferee enterprise, depreciation deductions or amortization shall be calculated based on the original tax base of the transferred assets. .
3. Land value-added tax. Article 1 of the "Notice of the Ministry of Finance and the State Administration of Taxation on Specific Issues Concerning Land Value-added Tax" (Caishuizi [1995] No. 48) stipulates that for investments or joint ventures in real estate, the party investing or jointly operating the joint venture shall use land (real estate) to ) to invest as shares for investment or as a condition of joint venture, when the real estate is transferred to the invested or joint venture, the land value-added tax is temporarily exempted. If investment or joint ventures re-transfer the above-mentioned real estate, land value-added tax shall be levied.
According to the provisions of the "Notice of the Ministry of Finance and the State Administration of Taxation on Several Issues Concerning Land Value-Added Tax" (Finance and Taxation [2006] No. 21), starting from March 2, 2006, for investment or joint ventures that use land (real estate) as the price of investment, Article 1 of Cai Shui Zi [1995] No. 048 is not applicable to the temporary exemption from land value-added tax if the invested or jointly operated enterprises are engaged in real estate development, or the real estate development enterprises invest and jointly operate commercial houses built by them. According to regulations, land value-added tax should be paid according to regulations.
4. Deed tax. Article 6 of the "Notice of the Ministry of Finance and the State Administration of Taxation on Further Supporting the Relevant Deed Tax Policies for the Restructuring and Reorganization of Enterprises and Institutions" (Caishui [2015] No. 37) stipulates that "the division of land and house ownership between enterprises affiliated to the same investment entity" Transfers, including transfers of land and house ownership between a parent company and its wholly-owned subsidiaries, between wholly-owned subsidiaries of the same company, and between the same natural person and its sole proprietorship or one-person limited company, are exempt from deed tax. ”
5. Stamp duty. According to the provisions of the "Interim Measures for the Administration of Free Transfer of State-owned Property Rights of Enterprises" (Guo Zi Fa Quan Quan [2005] No. 239), both parties to the free transfer should sign a free transfer agreement. If the free transfer of assets between enterprises involves the registration of property rights transfer, according to the provisions of the "Interim Regulations on Stamp Duty": "The property rights transfer document shall be stamped at 50,000% of the amount stated. This includes property ownership and exclusive rights to copyrights and trademarks. , patent rights, proprietary technology use rights and other transfer documents must pay stamp tax in accordance with regulations. "Therefore, when transferring real estate between enterprises, both the transferring party and the transferring party must pay stamp tax.