The rich don't forget those taxes -- through M & A will be in the hands of Private Equity Exchange listed shares or cash, which sit enjoy huge value investors, the comprehension of this sentence, with the tax "67 article" implementation suddenly strengthen. That such as latitude communications, in the reorganization matters have been approved by the SFC, but because the individual shareholders of target company took out 70000000 yuan of taxes, which amounted to 362000000 of the merger was "accidental" stop. Not only that, several mergers since 2014 is also faced with the grim reality of levying tax.
No doubt, the State Administration of Taxation on the transfer of shares of individual income tax collection will have an important impact on M & a ecological, past reckless wantonly blow high valuations, mergers and acquisitions and evade taxes unspoken rule will be overwritten. In the tax collection tends to be strict, the corporate tax may be deferred under the condition of huge tax evasion, disposable as natural person shareholders, the acquisition target "legal" trend is difficult to avoid.
Tax into M & A Hom ""
The tax revenue is the capital market is not open around the topic, affects various investors nervous. The State Administration of Taxation issued after the "equity transfer income measures for the administration of individual income tax (for Trial Implementation)" (that is, the IRS "No. 67"), performed since January 1, 2015, the company repurchase shares, the reorganization and merger activity in the acquisition of the issued shares and other seven kinds of cases, a clear need to pay a tax. The approach over the years is a continuation and strengthening individual income equity transfer tax policy, to solve the dispute question many industry in recent years.
The personage inside course of study expresses, will the merger and reorganization, the natural person is the listing Corporation acquisition target shareholders, in the sale of equity shares and cash listing Corporation paid at the same time, the need to pay the corresponding tax. According to statistics, in 2014 242 listing Corporation industry M & A, 178 or 74%, using the "cash plus stock" payment. Among them, the median cash payment proportion is 28%. So, most of which is perhaps for tax.
So, one of the tax burden become latitude communications recombinant "Huihun" reason, not individual phenomenon. According to the reorganization plan latitude communications previously disclosed, the company intends to issue shares and cash payment way, Cai Hongbin, Feng Liping buy total holdings of Hangzhou ZM software technology limited company 82.97% stockholder's rights, the transaction price is 362000000 yuan. And according to the above transaction price, Cai Hongbing need to pay personal income tax amount of more than 70000000 yuan.
Because Cai Hongbing and others pay taxes, leading to the takeover ran aground, this has caused the question and the market speculation. In investor presentations, latitude Communications says, the target company shareholders have considered the exchange tax problems may arise. But because pay understanding differences, such as the amount of time on taxes, in the actual transfer process, the tax burden far exceeds the amount of the original judgment. In addition, because the Hangzhou local tax departments require a tax to pay a one-time, Cai Hongbing and other six people unable to pay the money, cause the transaction to proceed, the recombinant was failed.
According to the Shanghai newspaper statistics, is currently a major reorganization of assets, and acquisitions of listing Corporation including natural person subject original shareholders have nearly 200, the situation is not a duty, part risk recovered legacy tax. Such as the liard in January this year released a major restructuring plans, plans to combine to issue shares and pay cash, buy Lifeng culture and Jin Lixiang each 100% of the shares, the amount of the transaction amount of about 890000000 yuan. Among them, Li Feng culture and Jin Lixiang have a natural person a number of shareholders, but they are facing huge tax payment problems. Moreover, Zhongqing Bao also intends to "cash plus stock" acquisition of 49% stake in digital peak, cor and name information for each 100% shares, these target companies also have a lot of individual shareholders.
The road was blocked disguised delay tax
One industry M & a personage tells a reporter, after the tax system has very strict, the introduction of the tax "67 article" is prior to system integration and upgrade version. Analysis of visible, individual in the enterprise restructuring process, when the equity transfer contract, the obligation to pay tax will be generated. And the amount of tax payable is simple through "equity transfer income minus the original value of the equity and the related tax multiplied by the applicable tax rate" calculation.
Then, in such a clear under the provisions of the tax burden problem, why suddenly become dangerous and obstacles? Reporters interviewed a number of people in the industry that, when to pay the tax is one of the key. At present, the listing Corporation mergers and acquisitions, taking a large number of the constant increase of the acquisition of shares of the target enterprise, as transactions each other, often the main access is the stock of listing Corporation, which does not generate cash inflows, while its still locked years can get. At this time, someone will although bears huge tax obligations, but may be unable to pay the corresponding amount in the tax payable of the point.
The personage inside course of study in a Shanghai company backdoor program also appeared similar case. At that time, the backdoor to assets of nearly 30000000000 yuan, according to 20% of its original shareholders such as the collection of personal income tax, the taxable amount will reach billions of. "I believe that no one can come up with Jishiyilai taxes, so the original general practice is the shareholders of the company and the local tax bureau to open that within a few years, agreed to pay taxes."
However, the emergence of national tax "67 text", cut off this kind of "flexible operation" way out "". Earlier, the State Administration of Taxation spokesman in response to a reporter's question no. 67 paper said, this document is compared to the original provisions of the main feature is the "determine the policy implementation and significantly enhanced". Among them, Twentieth