基于无偿划转方式实现铁路国有产权置换重组的财税处理研究

Financial and Tax Treatment of Replacement and Reorganization of Railway State-owned Property Rights Based on Gratuitous Transfer

以国有产权无偿划转实施国有企业重组,具有操作简单、快捷、成本低等优点,但会计准则、税法上对国有产权(股权)无偿划转并没有相应明确的处置规定。为完善基于无偿划转方式实现国有资产置换重组的操作程序,通过对现行会计准则、税收政策的分析研判,提出可根据实际获批条件,分别采取非货币性交易处理方式、特殊税务处理方式或法人增、减资处理方式进行财税处理。同时,提出置换双方应签署互以股权无偿划转方式置换各自拥有的铁路公司股权的改组文件或主协议,以规避法律风险;会计处理上均应不改变原资产计税基础,以确保税务风险可控;无偿划转协议中应明确划转产权(股权)经审计后的账面净值等组成,以便账务处理需要。

The implementation of state-owned enterprise restructuring through the gratuitous transfer of state-owned property rights has the advantages of simple operation,fast speed,and low cost.However,there are no corresponding clear disposal regulations on the gratuitous transfer of state-owned property rights(equity)in accounting standards and tax laws.To improve the operational procedures for realizing the replacement and restructuring of state-owned assets through the gratuitous transfer method,this paper conducted the analysis and judgment of the current accounting standards and tax policies.Then,it proposed that the financial and tax treatment can be carried out according to the actual approval conditions by adopting the non-monetary transaction processing method,special tax treatment method,or legal person capital increase and reduction processing method.At the same time,it is proposed that the two parties of the replacement should sign a restructuring document or master agreement in which the respective shares of the railway company owned by them are exchanged by gratuitous transfer of equity to avoid legal risks.In accounting treatment,the original asset tax base should not be changed to ensure that the tax risk is controllable.The net book value of the transferred property rights(equity)after audit should be specified in the gratuitous transfer agreement to meet the needs of accounting treatment.