Let's talk about the two "depression" equity planning routines
In recent years, the "depression" tax has been greatly promoted, and the approved collection is a panacea that can cure all diseases. Tax planning and the use of preferential policies are not as good as "checking" them.
Let's not talk about simple and crude false invoicing, let's talk about the equity planning of ascending to the Hall of Elegance.
For example, this case was written into the announcement of a listed company. According to the announcement, the transaction has been completed.
The planning of equity depression is mainly two types of income: 1. Income from production and operation from equity transfer (approved collection) 2. Income from production and operation of dividends and dividends (approved collection) The basic idea is to transfer equity to the partnership enterprise in the depression, and then carry out equity transfer or dividends. Here are two of the simplest case models. For more complex cases, it would be possible to adapt the model. Only write a summary idea, and make up the details by yourself.
Case 1: Equity transfer of depression.
A natural person invested 1 million yuan to establish company A, and after a certain number of years of operation, the fair value of company A was 10 million yuan.
Now A intends to transfer 80% of the equity of Company A to Mingming Company. If it is transferred directly, it is necessary to pay personal income tax on equity transfer (800 80) 20% 1.44 million. Idea: transfer 80% of the equity to the depression first, and then transfer the equity in the depression.
Steps: 1. A establishes a partnership B in the depression (approved collection), and B partners increase the capital of 4 million yuan to company A (subscribe?).Paid-in), holding 80% of the equity of Company A.
2. If the B partnership transfers 80% of the equity of company A to Ming Ming Company, if the taxable income is verified at 10% and then distributed to the partners, the comprehensive tax burden is less than 3 according to the maximum personal income tax rate of 35%.5%, in addition to possibly local financial incentives.
Taxpayers questioned: In this case, the income from the equity transfer of the partnership enterprise is assessed as taxable income according to the income from "production and operation". However, it is not excluded that the income from the equity transfer of the partnership shall be calculated and paid at a rate of 20%. Answer: This case only lists the current depression planning methods and describes the situation, and does not discuss the question of whether to press "regular property management" or penetrate 20%, after all, real cases are not uncommon, right?
If you are really entangled, if you nest one more partnership, then the controversy about whether it can penetrate multiple layers will be greater and safer.
Some people questioned: Why is it so troublesome, anyway, the first step is to use an unfair capital increase, so why not just let the transferee know that the company is unfairly increasing capital into company A?Mingming Company increased its capital by 4 million yuan into Company A, accounting for 80% of the equity. Answer: Let Mingming Company increase unfairly, what is hidden behind the yin and yang contract, Mingming Company needs to transfer the real equity transfer money to A privately, and it cannot be used as the basis for the equity tax calculation of Mingming Company. Not all equity transfers, the transferee is willing to use the yin-yang contract to pretend to increase the capital.
Case. 2. Dividends.
Natural person A and company B each invested 1 million yuan to establish company A, and each held 50% of the equity of company A. After operating for several years, Company A has an operating profit of 10 million yuan. Company A pays dividends. A dividends payable personal income tax 500 20% 1 million yuan.
Idea: Transfer the equity held by A to the depression first, and then turn the dividends into production and operation income.
Steps: 1. A natural person withdraws from Company A and recovers the investment cost of 1 million yuan, with no income and no individual income tax.
2. A establishes a partnership enterprise B in the depression, and B partners reinvest to establish a C partnership, all of which are approved and collected. 3. Partnership C increased its capital by 1 million yuan into Company A and held 50% of the equity of Company A.
4. Company A dividends. Partnership C receives 5 million "dividends and dividends", which are then distributed to partnership B, and partnership B is regarded as "production and operation" income and is assessed as taxable income. If the taxable income is assessed at 10% and then distributed to the partners, the comprehensive tax burden will be less than 3 at the maximum personal income tax rate of 35%.5%, in addition to possibly local financial incentives.
The key points of the planning of the plan: 1. Transfer the equity to the partnership in the depression through unfair capital increase.
2. Through the multi-layer nested partnership shareholding structure, the individual income tax penetration policy of dividends and dividends is avoided. At present, there is no tax document on whether the multi-tier partnership structure can be multi-layered. Therefore, partnership B can claim to be income from "production and operation".
Objectively speaking, operate quietly and without attracting attention, and the plan will be completed. If it attracts the attention of the tax authorities, is there a flaw in the scheme?Is there a basis for adjusting the tax law?1. There has been a case in a tax bureau that the withdrawal of shareholders should be regarded as "equity transfer" and subject to individual income tax. According to this point of view, when a natural person withdraws capital, only the share capital is recovered, and the equity transfer** is obviously low, and the equity transfer** should be adjusted. PS: However, this case is only an individual case and is not representative, and from the perspective of tax law, there is no sufficient basis for identifying shareholder withdrawal as equity transfer, which is not in line with the spirit of tax law.
2. Before the promulgation of the new Individual Income Tax Law, the Tax Collection and Administration Law
Article 35 of the Tax Administration Law.
6) The tax basis declared by the taxpayer is obviously low and there is no justifiable reason.
The specific procedures and methods for the tax authorities to verify the tax payable shall be prescribed by the competent tax authorities.
There is also the Administrative Measures for Individual Income Tax on Income from Equity Transfer (Trial) (Announcement No. 67 of 2014 of the State Administration of Taxation), which has anti-avoidance provisions on the significantly low level of individual transfer of equity**.
However, the new Individual Income Tax Law has added anti-avoidance provisions.
Article 8 Under any of the following circumstances, the taxation authorities shall have the right to make tax adjustments in accordance with reasonable methods:
1) The business dealings between an individual and his or her related parties do not conform to the arm's length principle and reduce the tax payable by the individual or his or her related parties without justifiable reasons;
3) Individuals who carry out other arrangements that do not have a reasonable commercial purpose and obtain improper tax benefits.
If the tax authorities make tax adjustments in accordance with the provisions of the preceding paragraph and need to make additional tax payments, they shall make up the tax and charge additional interest in accordance with the law.
When a natural person A withdrew from Company A, Company A had a large amount of undistributed profits, but A only recovered the investment costs, which was obviously unreasonable.
A invested in a partnership in a depression and transferred the tax source from the location of company A to the depression, and the tax source also ran away.
If the tax bureau where Company A is located uses "(3) an individual to obtain improper tax benefits by implementing other arrangements that do not have a reasonable commercial purpose. "Is it okay to make adjustments to Person A?
Therefore, the unreasonable divestment of natural person A is the shortcoming of this plan.