论过户型REITs的交易结构设计

On the Transaction Structure Design of the Transferred REITs

过户型REITs以基础资产需要过户至SPV以实现风险隔离为显著特征,是目前我国市场上最接近国际标准REITs产品的类REITs产品。资产、债务、劳动力整体打包划转的资产重组方式更是在既有法律和税收政策框架下的一种难得的具有创新意义的基础资产过户方式,巧妙地利用了税法既有的重组、划转、改制概念,避免了资产过户过程中的契税、增值税、土地增值税、企业所得税的负担。从实际操作的角度,采用打包划转方案实现资产过户的过户型REITs已经有相应案例被税务机关、交易所接受,未来极有可能成为一种广受欢迎的具有制度创新性的资产证券化类型。

The Transferred REITs is markedly characterized by the need to transfer basic assets to SPV for risk isolation, which is a similar REITs product currently closest to the REITs products of inter- national standards in the Chinese market. The assets reorganization by transferring assets, debts, and la- bors as a whole package is a rare and innovative way for basic assets transfer under the existing framework of legal and taxation policies, where the existing concept of reorganization, transfer and reformation of the tax law has been skillfully utilized to avoid the burdens of deed taxes, value-added taxes, land value- added taxes and corporate income taxes during the transfer of assets. From the perspective of practical op- eration, there are cases where the Transferred REITs that utilize the package transfer scheme to transfer assets has been recognized by tax authorities and exchanges, which will most likely become a popular type of institutionally innovative asset securitization in the future.