对我国企业并购所得税政策的研究

发布时间：2019-06-17 07:44

【摘要】：并购已成为企业实现跨越式发展战略的重要方式之一,也是我国深化供给侧结构性改革,转方式调结构的重要途径。并购市场的发展离不开制度的规范。虽然我国已建立起并购所得税制度,但是由于建立时间较短,其还存在不够明确、不尽合理之处。这样不仅阻碍了为达到合理商业目的而进行的真实并购,而且也难以起到限制避税并购的效果。作为产权交易,企业并购过程中会涉及诸多税种,其中所得税的影响最大。研究所得税政策对并购市场的影响以及如何对其进一步完善,对实现经济转型升级与企业提质增效具有重要意义。理论层面,研究并购所得税政策有助于丰富我国并购所得税政策的理论框架体系,为进一步指导现实问题提供理论参考。现实层面,通过探讨并购所得税政策存在的不足,进而提出完善建议,有利于促进我国并购市场的规范、健康、快速发展。本文在简要分析并购所得税政策演变历程、现行所得税政策应用状况之后,通过案例分析探索并购所得税政策存在的问题,并提出有针对性的完善建议。除第一章总论外,其余章节如下:第二章就相关理论如税收中性原则、量能课税原则和并购的避税动机理论等进行了阐述,以为下文的政策演变及案例分析奠定理论基础。第三章对我国并购所得税政策发展历程、现行政策及其应用状况进行了简要分析。通过定量分析发现,所得税政策对并购市场的区域引导作用不强;财税[2014]109号文的出台,降低了特殊并购的收购比例门槛,有助于使更多企业享受递延纳税的税收优惠待遇。为了进一步促进并购市场的发展,应完善我国当前并购所得税政策。第四章通过对石油工程公司上市方案的税务分析,指出现行并购所得税政策在特殊性税务处理判定标准、并购费用处理、立法层次等方面存在问题,此外,所得税政策在亏损弥补期限等方面也存在问题。第五章是政策建议,在优化合理商业目的的判定标准方面,应该在现有条款的基础上,制定量化标准,使得各方在判定时有统一且易操作的标准可遵循,相关部门可以根据工作经验及在广泛征求民意的基础上,列出多种判定案例,以供参考;所有者权益持续的判定标准方面,应降低支付对价中股权支付比例标准;实质经营持续判定标准方面,企业经营保持了相对持续性便应认定为满足条件;对于收购企业而言,建议无论其参与的交易是否满足特殊性税务处理标准,其发生的费用均作为资本性支出,计入所收购资产或股权的成本中;建议逐渐提高并购所得税政策的立法层次等。
[Abstract]:M & A has become one of the important ways for enterprises to realize the leapfrog development strategy, and it is also an important way to deepen the supply-side structural reform and adjust the structure in China. The development of M & A market can not be separated from the norms of the system. Although China has established M & A income tax system, but because of the short establishment time, it is still not clear enough and unreasonable. This not only hinders the real mergers and acquisitions for reasonable commercial purposes, but also difficult to limit tax avoidance mergers and acquisitions. As a property right transaction, many taxes will be involved in the process of mergers and acquisitions, among which income tax has the greatest impact. It is of great significance to study the influence of income tax policy on M & A market and how to further improve it in order to realize the upgrading of economic transformation and the improvement of quality and efficiency of enterprises. At the theoretical level, the study of M & A income tax policy is helpful to enrich the theoretical framework system of M & A income tax policy in China, and to provide theoretical reference for further guiding practical problems. At the realistic level, by discussing the shortcomings of M & A income tax policy, and then put forward some suggestions to improve it, which is conducive to promoting the standardization, healthy and rapid development of M & A market in China. After a brief analysis of the evolution of M & A income tax policy and the application of the current income tax policy, this paper explores the existing problems of M & A income tax policy through case analysis, and puts forward some suggestions for improvement. In addition to the first chapter, the other chapters are as follows: the second chapter expounds the relevant theories, such as the principle of tax neutrality, the principle of quantity and energy taxation and the theory of tax avoidance motivation of mergers and acquisitions, which lays a theoretical foundation for the following policy evolution and case analysis. The third chapter briefly analyzes the development course, current policy and application of M & A income tax policy in China. Through quantitative analysis, it is found that the income tax policy plays a weak role in the regional guidance of M & A market, and the introduction of Finance and Taxation [2014] reduces the threshold of acquisition ratio of special mergers and acquisitions, which is helpful for more enterprises to enjoy deferred tax preferential treatment. In order to further promote the development of M & A market, we should improve the current M & A income tax policy in China. In the fourth chapter, through the tax analysis of the listing scheme of petroleum engineering companies, it is pointed out that the current M & A income tax policy has some problems in the aspects of special tax treatment criteria, M & A cost treatment, legislative level and so on. In addition, the income tax policy also has problems in the period of compensation for losses. The fifth chapter is the policy suggestion. In the aspect of optimizing the judgment standard of reasonable commercial purpose, we should formulate quantitative standard on the basis of the existing clause, so that all parties can follow the unified and easy to operate standard at the time of judgment, and the relevant departments can list a variety of judgment cases according to their work experience and on the basis of extensive solicitation of public opinion for reference. In the aspect of judging the criterion of the continuity of owner's rights and interests, the standard of equity payment in the consideration of payment should be reduced; in the aspect of the criterion of continuous judgment of substantive operation, the relative continuity of enterprise operation should be regarded as meeting the conditions; for the acquired enterprise, it is suggested that regardless of whether the transaction it participates in meets the special tax treatment standard, the expenses incurred should be included as capital expenditure and included in the cost of the acquired asset or equity. It is suggested that the legislative level of M & A income tax policy should be gradually improved.
【学位授予单位】：山东大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F812.42;F271

【相似文献】