不同交易结构下并购的税收成本分析

Analysis of the Tax Cost of Mergers and Acquisitions Under Different Deal Structures

财税〔2009〕59号文规定了并购特殊性税务处理及一般性税务处理的条件。自政策出台以来,经过了多年实践,但未有不同交易结构下并购的税收成本研究。论文从定量角度分析不同交易结构下并购的税收成本差异,当不考虑非税因素和满足一定的假设条件下,股份支付比例越高,税收成本越低,希望对并购的税收筹划有一定的指导作用。

Caishui[2009]No.59 stipulates the conditions for special tax treatment and general tax treatment of mergers and acquisitions.Since the introduction of the policy,after many years of practice,there has been no research on the tax cost of mergers and acquisitions under different deal structures.This paper analyzes the tax cost difference of mergers and acquisitions under different deal structures from a quantitative perspective.When non tax factors are not considered and certain assumptions are met,the higher the share payment ratio is,the lower the tax cost is.It is hoped that this paper will play a guiding role in the tax planning of mergers and acquisitions.