Fiscal And Tax Treatment After The Registration Of Capital Is Changed From The Real Payment System To The Subscription System.

The registered capital registration system is a reform measure of China's industrial and commercial registration system. The registered capital paid registration system is changed to the subscription registration system, which involves tax treatment of accounting treatment, tax treatment and stock pfer.

According to the provisions of the People's Republic of China Company Law (2015 Edition) and the State Council notice on the issuance of the registration scheme for the registration of registered capital (No. 7 [2014]), the revision of registered capital mainly involves five aspects:

First, the registration system of registered capital should be changed to subscribe registration system.

The two is the cancellation of the provisions of a one person limited liability company shareholder should pay the capital in full, and take the company's shareholders' independent agreement to subscribe capital contribution and investment deadline.

The three is to relax the conditions for registration of registered capital.

In addition to laws, administrative regulations, and the State Council's decision to specify the minimum registered capital for specific industries, the restriction on the minimum registered capital of a limited liability company is 30 thousand yuan, the minimum registered capital of a one person limited liability company is 100 thousand yuan, and the minimum registered capital of the Limited by Share Ltd is 5 million yuan.

No longer limiting the initial contribution ratio of all shareholders (promoters) when the company is established, it will no longer restrict the proportion of the total amount of money invested by the shareholders of the company (the sponsors) to 30% of the registered capital.

The four is to cancel the unpaid capital contribution of shareholders (promoters) within two years after the registration.

Five, the registered capital will be changed from the paid registration system to the subscription registration system, and the business sector will no longer collect capital verification reports.

The second provision of the registered capital registration system reform plan stipulates that the registered capital is the total amount of capital subscribed by the shareholders of the company or the total amount of capital subscribed by the promoters when the company is registered at the company's industrial and commercial registration authority.

The twenty-sixth law of the People's Republic of China Company Law (2015 Edition) stipulates: "the registered capital of a limited liability company is the amount of capital subscribed by all shareholders registered in the company registration authority."

The eightieth provision states: "the Limited by Share Ltd shall be established by way of initiation, and the registered capital shall be the total amount of capital subscribed by all promoters registered in the company registration authority.

No shares can be raised from others until the shares subscribed by the sponsors are paid.

The Limited by Share Ltd shall be established by way of collection, and the registered capital shall be the total amount of paid up capital registered with the company registration authority. "

Appendix to the accounting standards for enterprises application guide: the accounting subjects and main accounting treatments stipulate that the "paid in capital" subjects shall be used to calculate the paid up capital of enterprises accepting investors' input.

There is a certain difference and connection between registered capital and paid in capital.

The difference between them is: (1) registered capital is a capital raised by the company and registered by the company registration authority when the company is established, and it is the capital contribution subscribed or subscribed by the shareholders.

(2) paid up capital is the total amount of capital received by shareholders when the company is established, and it is the capital owned by the company.

The paid in capital may be less than the registered capital for a certain period of time, but may later be larger than the registered capital.

The link is: in the case of registered capital paid in system, the registered capital and the paid in capital are generally the same. However, in the case of registered capital subscription system, the registered capital and the paid in capital do not conform to each other, which is generally reflected in the registered capital and the paid in capital.

Before the registered capital is paid, the paid capital is lower than the registered capital. Once the total capital contribution is paid, the paid capital is equal to the registered capital.

According to the analysis of the difference and connection between the above paid capital and registered capital, when the registered capital is changed from the real payment system to the subscription payment system, the company does not account for the amount of capital contributions that have not been received from the shareholders, and only deals with the accounting treatment for the part that the company receives the shareholder's contribution.

(1) treatment of stamp duty

Article seventh of the detailed rules for the implementation of the Provisional Regulations of the People's Republic of China on stamp duty stipulates that the accounts of funds recorded in the table of tax items and tax rates refer to the general ledger books containing the original value of fixed assets and their own circulating funds, or the account books specially set up for recording the original value of fixed assets and their own circulating funds.

Other books refer to account books other than those mentioned above, including journal books and detailed subsidiary ledgers.

The Circular of the State Administration of Taxation on the issue of stamp duty on capital account books (No. 25 of national tax [1994]) stipulates that after the production and operation units implement the general financial rules for enterprises and the accounting standards for enterprises, the stamp duty tax basis for recording the books of funds shall be changed to the total amount of two items of "paid in capital" and "capital reserve".

The total amount of the two items of "paid in capital" and "capital accumulation" is greater than that of the original applique fund.

Based on the above tax law and policy, the company can only pay the stamp duty on the paid up capital paid by the company after the system of the registered capital is converted into the subscription system.

(two) handling of personal income tax

The Ministry of Finance and the State Administration of Taxation on regulating the collection and administration of individual investors' personal income tax (fiscal 2003 [158]) stipulates that: during the tax year, individual investors borrow money from their investment enterprises (except individual proprietorship enterprises and partnership enterprises), and do not return them after the end of the tax year, and are not used for the production and operation of enterprises. The loans that are not returned can be regarded as the dividends distribution of individual investors, and the personal income tax is calculated according to the items of interest, dividends and bonuses.

The Circular of the State Administration of Taxation on Issuing the "Regulations on the administration of personal income tax" (No. 2005 of national tax No. 120) stipulates that individual income tax regulations on individual businesses, individual proprietorship enterprises and partnership investors, as well as individuals who engage in labor activities independently, are stipulated: strengthening the management of individual investors' borrowing from their investment enterprises, and levying taxes for loans which are over a year and not used for production and operation of enterprises, strictly according to relevant regulations.

Based on the above tax laws and policies, if the company does not receive the registered capital of the shareholders, accounting for "other receivables, loans: paid in capital", the stamp duty shall not only be paid in advance, but also should be paid to the company by the natural shareholders if the registered capital of the "other receivables" has not been paid for more than one year. The personal income tax shall be paid according to the 20% tax rate.

Therefore, after the registered capital paid in system has been changed to the subscription system, the registered capital of the natural shareholders should not be accounted for in the accounts receivable. The accounts of other receivables should not be accounted for according to the preceding analysis.

(three) income tax treatment of stock pfer

When the registered capital is changed from the real payment system to the subscription system, when the shareholder pfers the stock rights, when calculating the proceeds from the pfer of shares, the original tax base of the pfer of shares is to reduce the actual paid capital or to reduce the registered capital.

The proceeds from the pfer of shares are the original investment value (tax base) of the pfer price of shares minus the pfer of shares, including the paid in capital in the share pfer price, because the price of equity pfer is priced according to the net assets law when the company's net assets are not evaluated according to the market valuation method, and the net assets are the total of paid capital, capital reserves and undistributed profits, so the paid up capital is included in the price of equity pfer.

Based on the sub analysis, the following conclusions are drawn:

First, when the registered capital is paid in real estate system, the registered capital is equal to the paid in capital, which is equal to the tax base of the investment.

Two, when the registered capital is changed to the subscription payment system, the registered capital is not equal to the paid capital. The registered capital of the shareholder is not accounted for according to the previous accounting analysis. The pfer proceeds from the equity pfer is the stock pfer price minus the paid capital (part of the capital paid to the company by shareholders).

In case of equity pfer, if the part of the registered capital has already been paid before the equity pfer contract comes into effect, the fully paid part of the registered capital must be included in the price of the pfer of shares. The proceeds from the pfer of shares shall be the stock pfer price minus the registered capital. If the equity pfer contract is effective, some of the registered capital of the shareholder is still not paid enough. According to the provisions of the company law of the People's Republic of China, the unpaid part of the registered capital must continue to be filled by the pferee after receiving the right to share the shares. Then the fully paid part of the registered capital must not be included in the share pfer price, and the proceeds from the pfer of shares are the stock pfer price minus the paid capital (part of the capital paid by the shareholder to the company). The three is to change the registered capital into the subscription system.

(four) enterprise income tax treatment of interest expenses incurred by investors in the absence of investment.

The forty-sixth provision of the enterprise income tax law of the People's Republic of China stipulates: "the interest expenses incurred by enterprises in the proportion of creditor's rights investment and equity investment accepted by their affiliated parties exceed the prescribed standards shall not be deducted when calculating the taxable income."

The Ministry of Finance and the State Administration of Taxation on the pre tax deduction standard of interest expenses for related parties of enterprises (fiscal 2008 [121]) stipulate that in order to standardize the pre tax deduction of enterprise interest expenses and strengthen the management of enterprise income tax, according to the forty-sixth provisions of the enterprise income tax law of the People's Republic of China and the 119th regulations on the implementation of the People's Republic of China enterprise income tax law, when calculating the taxable income, the amount of interest paid by the enterprise to the interested party shall not be more than the prescribed proportion, and the part calculated by the relevant provisions of the tax law and Its Implementation Regulations shall be deducted, and the excess part shall not be deducted from the current and subsequent years.

The proportion of creditor's investment and equity investment of related parties is 5, 1 and 2: 1 respectively.

The reply issued by the State Administration of Taxation on the issue of interest deduction before enterprise investment is not in place. (the national tax Letter No. 2009] No. 312 provides: "if the enterprise investor fails to pay the full amount of capital paid within the prescribed time limit, the interest incurred by the enterprise in the foreign loan shall be equivalent to the interest payable on the difference between the paid capital of the investor and the amount of capital payable within the prescribed time limit, which shall not be a reasonable expenditure of the enterprise, and shall be borne by the investors of the enterprise and not deducted when calculating the taxable income of the enterprise."

Here, we should pay special attention to the following two points: "if the company's articles of association do not pay enough capital to pay the time limit, the time limit stipulated in the articles of association is" stipulated time limit ". The two is that if the articles of association do not stipulate that the time limit for the payment of full capital is not paid, the" specified time limit "is that within the two years after the establishment of the registered capital, the non investment company is within five years after the registration of the business sector. The investment company is within the next five years after the establishment of the business sector.

For example, in January 1, 2016, a limited liability company borrowed 28 million yuan from the bank for a period of 1 years. At the same time, the company accepted Zhang's investment. The articles of association of the company agreed that Zhang invested 4 million yuan in April 1, 2016 and July 1st, and Zhang only invested 6 million yuan in October 1, 2016.

At the same time, the annual interest rate of bank loans is 7%.

The interest expenses deducted by the company before 2016 corporate income tax are as follows:

The interest deducted before 2016 is =2800 x 7%-[2800 x 7% x 3/12 x 400/2800+2800 * 7% x 3/12 x 800/2800+2800 * 7% x 3/12 * 200/2800]=196-24.5=171.5 (10000 yuan).

If the case does not stipulate the time limit for shareholders not to pay sufficient registered capital in the company's articles of association or the time limit for full payment of registered capital of shareholders, the 1 million 715 thousand yuan interest rate can be deducted from the enterprise income tax in 2016.

Therefore, under the system of registered capital recognition, according to the provisions of the tax law, for enterprises, if the registered capital is too big when the enterprise is set up, the overdue capital will not be deducted before the income tax of the enterprise.

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