美国股权收购所得税制研究
发布时间：2019-04-26 18:18
【摘要】： 市场经济条件下,股权收购是一种常见的资本运作方式,是指收购公司通过收购目标公司一定比例的股票从而控制目标公司的经营权的行为。在这种经济资源配置的过程中,必然发生资产的转移,所得税问题随之产生。从股权收购交易的税收后果来看,在微观层面上可以体现为应税的股权收购和免税的股权收购,在宏观的层面上则体现了立法机关对股权所得税制的多种价值取向。除前言和结语外,本文分为三章。 第一章首先概述了股权收购的概念以及分类等基本问题,进而分析了股权收购和税收法律之间的关系,从而说明税收成本对股权收购决策有重要的影响,完善的税收法律对股权收购的顺利进行有重要的意义。 第二章主要介绍了美国股权收购涉及的所得税法律问题。本章第一部分介绍了应税股权收购中纳税人的相关待遇,并着重介绍了美国税收法典中颇具特色的“视为资产收购”制度以及以反避税为主要目的的“一贯原则”,文章认为美国与股权收购相关的所得税法律制度体现了多种价值取向;第二部分则介绍了免税股权收购中纳税人的待遇,并着重介绍了免税重组的构成要件,从中可以得知美国对享有迟延纳税待遇的股权收购有着极为严格的要求。 第三章讨论如何借鉴美国股权收购所得税制来完善中国股权收购所得税制。本章主要结合我国相关的所得税收法律制度以及作为最新的立法活动成果的有关股权收购所得税制的讨论稿,从应税和免税两个角度,分析我国股权收购中的所得税法律问题,并就其中的不足之处提出进行完善的建议。
[Abstract]:Under the condition of market economy, equity acquisition is a common mode of capital operation, which refers to the behavior of purchasing company to control the management right of the target company by acquiring a certain proportion of the shares of the target company. In the process of the allocation of economic resources, the transfer of assets will inevitably occur, and the income tax problem will come into being. From the tax consequences of stock acquisition transaction, it can be reflected in the micro-level as taxable and tax-free stock acquisition, and on the macro-level, it reflects the various value orientations of the legislature to the tax system of equity income. In addition to the preface and conclusion, this paper is divided into three chapters. The first chapter first summarizes the concept and classification of equity acquisition, and then analyzes the relationship between stock acquisition and tax law, which shows that the tax cost has an important impact on the decision-making of stock acquisition. The perfect tax law has important significance to the smooth progress of the stock acquisition. The second chapter mainly introduces the income tax legal issues involved in American equity acquisition. The first part of this chapter introduces the relevant treatment of taxpayers in the buyout of taxable equity, and focuses on the characteristic system of "asset acquisition" in the United States tax Code and the "consistent principle" for the main purpose of anti-tax avoidance. This paper argues that the income tax legal system related to the acquisition of shares in the United States embodies a variety of value orientations. The second part introduces the taxpayer's treatment in the tax-free share acquisition, and emphatically introduces the constituent elements of the tax-free reorganization, from which we can know that the United States has very strict requirements for the acquisition of shares with delayed tax treatment. The third chapter discusses how to improve the income tax system of stock acquisition in China by drawing lessons from the income tax system of stock acquisition in the United States. This chapter mainly combines the relevant income tax legal system of our country and the discussion draft of the income tax system of stock acquisition, which is the latest legislative activity achievement, and analyzes the legal problems of income tax in the stock purchase of our country from the two angles of taxable and tax-free. And put forward perfect suggestions on the deficiencies among them.
【学位授予单位】：厦门大学
【学位级别】：硕士
【学位授予年份】：2009
【分类号】：DD912.2;D971.2
本文编号：2466283
[Abstract]:Under the condition of market economy, equity acquisition is a common mode of capital operation, which refers to the behavior of purchasing company to control the management right of the target company by acquiring a certain proportion of the shares of the target company. In the process of the allocation of economic resources, the transfer of assets will inevitably occur, and the income tax problem will come into being. From the tax consequences of stock acquisition transaction, it can be reflected in the micro-level as taxable and tax-free stock acquisition, and on the macro-level, it reflects the various value orientations of the legislature to the tax system of equity income. In addition to the preface and conclusion, this paper is divided into three chapters. The first chapter first summarizes the concept and classification of equity acquisition, and then analyzes the relationship between stock acquisition and tax law, which shows that the tax cost has an important impact on the decision-making of stock acquisition. The perfect tax law has important significance to the smooth progress of the stock acquisition. The second chapter mainly introduces the income tax legal issues involved in American equity acquisition. The first part of this chapter introduces the relevant treatment of taxpayers in the buyout of taxable equity, and focuses on the characteristic system of "asset acquisition" in the United States tax Code and the "consistent principle" for the main purpose of anti-tax avoidance. This paper argues that the income tax legal system related to the acquisition of shares in the United States embodies a variety of value orientations. The second part introduces the taxpayer's treatment in the tax-free share acquisition, and emphatically introduces the constituent elements of the tax-free reorganization, from which we can know that the United States has very strict requirements for the acquisition of shares with delayed tax treatment. The third chapter discusses how to improve the income tax system of stock acquisition in China by drawing lessons from the income tax system of stock acquisition in the United States. This chapter mainly combines the relevant income tax legal system of our country and the discussion draft of the income tax system of stock acquisition, which is the latest legislative activity achievement, and analyzes the legal problems of income tax in the stock purchase of our country from the two angles of taxable and tax-free. And put forward perfect suggestions on the deficiencies among them.
【学位授予单位】：厦门大学
【学位级别】：硕士
【学位授予年份】：2009
【分类号】：DD912.2;D971.2
【引证文献】
相关硕士学位论文 前3条
1 谢奕;我国企业股权收购所得税法律问题研究[D];中国政法大学;2011年
2 杨进;公司重组中企业所得税法律问题研究[D];苏州大学;2011年
3 金琳;公司并购所得税制度若干问题研究[D];华东政法大学;2013年
，本文编号：2466283
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