Using Bridge Capital To Reduce Tax Burden

Case 1: equity transfer contract contractual obligations borne by the original shareholders.
A company transfers its wholly owned subsidiary M company to B company. The equity transfer contract specifies that the equity transfer amount is 10 million yuan, and all debts of M company are from its original. Shareholder A company The debt limit is 3 million yuan. The initial investment cost of A company's equity investment is 5 million yuan. How much is the proceeds from equity transfer?

When the tax authorities are identified, they will be identified as 1000-500=500 (10000 yuan), but because A company is also responsible for 3 million yuan debt, the actual proceeds from the transfer of A shares will be 1000-500-300=200 (10000 yuan), accounting for more than 3 million yuan of taxable income, more than 300 x 25%=75 (10000 yuan) of enterprise income tax, and 3 million yuan of M companies without payment, then 3 million of the income is realized. M company needs to pay 300 x 25%=75 (10000 yuan).

Therefore, the above share transfer contract has the tax risk of paying more taxes. A company should operate in the transfer of shares.

　　 Planning skills

First, the M company makes the account: Borrow: other payable (payable) 3 million yuan - other companies; loan: other payable - A company 3 million yuan, that is, change the creditor, from the money owed to other companies to the A company.

Second, A company raised 3 million yuan of bridge funds and invested in M company. The initial investment cost of A company holding M company was 8 million yuan.

Third, M immediately returned 3 million yuan to A company, and A company returned 300 yuan to fund the source.

Fourth, A company transfers the equity of M company, and the =1000- (500+300) =200 (10000 yuan) proceeds from the transfer of shares.

That is, through the operation of the above bridge funds, the debt of Target Corp M will be transformed into the shareholding cost of A company. There are two key points in the operation: one is to change shareholders, and the other is to bridge funds to convert debt into shares. Two

When a natural person shareholder transfers shares held by him, the document issued by the State Administration of Taxation on the issue of personal income tax on equity transfer income (tax document No. [2007]244) has already clarified its handling principles. The proceeds from equity transfer = equity transfer amount + debt receivable payable debt, so the transfer of shares held by a natural person shareholder does not need to be operated as such as the above case. It can be dealt with directly. However, the [2007]244 document of the state tax can not solve the problem that the transferable enterprise may not be required to repay the debt due to its debts, which may be recognized by the Inland Revenue Department as a "non payable payroll", and the tax risk of the enterprise income tax is levied. Therefore, from the perspective of the target company, it is still necessary to do the above operation.

Case 2: converting direct loans into Share transfer loss

A company borrows 10 million yuan to M company of related enterprise, M company will be bankrupt if it is insolvent, and the loss of direct loan is not allowed to be deducted from taxation.

First, we will raise 10 million yuan of "bridge capital" to invest in M company.

Second, M will repay the debt of 10 million yuan to A company, and A company will return the bridge capital provider.

Third, when M company went bankrupt, A company formed a loss of 10 million yuan in equity investment. According to the document issued by the State Administration of Taxation on the management of pre tax deduction for enterprise assets loss (the tax return No. [2009]88), the loss can be deducted.

Of course, M can also implement the "debt to equity swap", but this way is easy to cause the tax authorities to pay attention to, and the operation is not strong, it is very difficult to use in practice. In fact, in the operation of "debt to equity swap", if it is not government led, it often adopts the way of "bridge capital" to operate, that is, the first and 22 steps in this case will form a substantial debt to equity swap, that is, debt and equity can be transformed into each other.