中美两国企业并购税制的比较研究

Comparable Research on Tax Regimes of Enterprise M&A of both China and United States

美国联邦并购税制历经90年的发展,形成了一套较为完善、合理的法律规则体系。它规制了几乎全部的公司并购所得税问题,堪称全球最为成熟和完善的企业并购税收制度。相比之下,我国现行企业并购税制不仅条文粗略,甚至缺少某些必要的制度安排,有的规定还违背了税收基本原则,已经不能适应实践的需要。为此,我们可以借鉴美国的立法经验,借以完善我国的企业并购税制。

After its ninety years＇ development, U.S. federal tax regime of corporate mergers ＆ acquisitions has been a system of rules which is rather perfect and rational. It regulates almost all income tax matters of corporate mergers ＆ acquisitions, and may be rated as the most perfect and mature tax regime of enterprise M＆A in the world. By contrast, Chinese tax regime of enterprise M＆A is rough and even short of some necessary rules, momover, its some rules contravene some basic taxation principles, so that it cannot suit the needs of the practice of enterprise mergers and acquisitions. Therefore, China can use the legislative experiences of United States for referenee to improve upon Chinese tax regime of enterprise M＆A.