On The Research Of Personal Tax System Of Natural Person Shareholders In Tax-free Reorganization

Tax-free reorganization is a deferred taxation tax policy implemented in my country to encourage corporate reorganization.The content of the transaction is that when the acquisition company acquires the equity or assets of the target company,the transaction value involves equity payment,if the applicable conditions in Caishui [2009] No.59 are met,The target company and its shareholders may temporarily not recognize the profits and losses arising from assets or equity in the current period of reorganization,and recognize them when they dispose of the equity again and incur tax liabilities.However,in tax-exempt restructuring,deferred taxation is only applicable to corporate shareholders.For individual shareholders,it can only be taxed in five-year installments as stipulated in Caishui [2015] No.41.For partnership shareholders,there is no tax preference at this stage.In the actual process of tax-free reorganization,it is precisely because of the different types of shareholders that apply different tax treatments,many corporate reorganizations are terminated,such as the failure of the major asset reorganization of SDIC Zhonglu,the merger of Hangzhou Zhangmen failed and so on.Based on the basic principles of taxation,we reviewed the Caishui [2015]No.41 document and the State Administration of Taxation Announcement No.67 of 2014,which are applicable to individual shareholders in tax-free reorganization,and found that found its legal lot for lack of performance: Firstly,the legal principle of taxation is not implemented in the tax exemption restructuring system.The allocation of tax preference formulation power is chaotic between the legislative and administrative organs.Meanwhile,the legal level of tax exemption restructuring is too low to affect the stability of economic transactions.Secondly,some provisions of the aforementioned No.41 and No.67 violate the principle of tax fairness.In No.41,the non-monetary asset investment recognizes tax payment when the income has not been realized,the setting of instalments is unreasonable and the preferential payment of cash premium is unfair.In No.67,it is not clear how to deal with the compensation of the transferor of the counterbet agreement,how to increase the tax burden of the original value of the equity based on the cost,and how to deduct the reasonable expenses within a too small range.Thirdly,some provisions of the aforementioned No.41 and No.67 have efficiency defects.In No.41,there is no clear "reasonable determination of payment by installments plan".In No.67,the assignee increases the administrative difficulty for the taxpayer withholding and paying,and there is the possibility of tax loss in tax declaration and payment.Based on the comparison of policies,the analysis of the major asset restructuring of SDIC Zhonglu,and the experience of the tax-free restructuring of the United States and Britain,the personal tax system of natural person shareholders in tax-free restructuring can be optimized from three aspects.Firstly,optimize the tax exemption and reorganization of the personal tax legal system.Concentrate the power to formulate tax incentives in the legislature;build a tax-free reorganization system at the legal level;add authorization clauses related to tax-free reorganization in the upper law of the Individual Income Tax Law and provide it in the lower law Be specific and clear.Secondly,enhance the fairness of the individual tax system in the tax-free reorganization.Apply deferred tax payment to coordinate the tax treatment of different types of shareholders;modify the tax treatment of No.41 to implement deferred taxation of non-monetary asset investment income based on the implementation rules Pay taxes and use the fair value of the stock at the time of transfer as the basis for tax calculation;improve the tax calculation rules of No.67,stipulating that the compensation of the transferor in the gambling agreement can be deducted from the equity transfer income,and the realized profits are used as the tax basis and clarify reasonable expenses.Thirdly,improve the administrative efficiency of individual tax collection and management in tax-free restructuring under asymmetric information,gradually realize the independent tax declaration of equity transferors,and use big data to upgrade the tax authority’s individual tax source monitoring technology.