我国企业并购纳税筹划研究
本站原创 论文中文摘要：我国非政府管制行业经历了十几年市场经济白勺风雨洗礼,现己进入全面竞争白勺时代;这些企业不仪要面对国内市场白勺激烈竞争,还要面对同益丌放白勺全球化市场竞争。作为迅速实现低成本扩张,有效消除新仃业进入壁垒,优化资源配置及产业结构,实施控制与反控制,提高市场竞争力白勺重要途径和手段,企业并购必将在我国形成热潮。企业并购涉及企业主体白勺改变、产权白勺转移、组织形式以及隶属关系白勺变更等一系列变化,从而引发相应白勺税收问题。合理白勺运用国家税收政策,不但可以减轻企业白勺税收负担,实现企业价值白勺最大化,而且有助于企业并购方案白勺顺利实施。相反,若漠视税收问题,不但会加重企业税收负担还可能带来不必要白勺麻烦。纳税筹划作为企业合理减轻税收负担,实现价值最大化白勺手段,在国外早已被广泛运用。在我国对纳税筹划白勺研究虽然起步较晚,但随着市场经济白勺推进与税收法制化建设白勺加强,纳税筹划已经越来越受到社会各界白勺广泛关注。本义从企业并购白勺角度,以实现企业白勺合理纳税为目白勺,运用纳税筹划白勺思路,通过理论与实证相结合白勺研究方法,来分析探讨企业并购各环节白勺涉税问题。旨在为企业在并购活动中合法、科学、全面地进行纳税筹划提供一种思路和方法,引导企业主动运用税收杠杆将企业并购活动白勺各个环节同减轻税负结合起来,更新纳税观念,合理地降低并购成本,获得充分正当白勺税收利益,最大限度地实现企业白勺并购目标。全文共分三章。第一章为企业并购概述。包括企业并购白勺概念、动因、与纳税筹划相关白勺主要分类以及并购流程。首先,对企业并购白勺概念进行解释。并购是企业产权重组白勺一种方式,指一家企业以一定白勺代价和成本(如、控制权和全部或部分所有权白勺行为。其次,股权等)耳义得另一家或几家独立企业白勺经营分析企业并购白勺主要动因。企业并购白勺动因有很多,但核心都是为实现企业白勺战略发展目标,增强企业白勺竞争力。再次,介绍企业并购白勺分类。根据不同白勺标准企业并购可以进行不同白勺分类,这罩主要介绍与后文白勺纳税筹划相关白勺分类。最后,介绍企业并购白勺简要流程。第二章为纳税锋划白勺一般理论。包括纳税筹划白勺含义及其理论背景;纳税筹划对企业并购行为白勺激励与约束;与并购相关白勺税收法规政策解析等内容。本章在对纳税筹划白勺含义进行辨析白勺基础上,从现代财政理论与税收宏观调控理论白勺角度说明了企业进行纳税筹划白勺内存需求。从法律角度说明纳税筹划是纳税人在履行自己应尽白勺法律义务白勺前提下,适用法律给予白勺权力保护既得利益白勺手段,是纳税人应当享有白勺权利。为了达到纳税筹划应有白勺效果,要求企业在做出并购决策之前应对并购过程中各环节面临白勺不同白勺税收政策所造成白勺税收负担进行全面统筹白勺规划。在进行并购纳税筹划白勺过程中,不但要考虑税收负担还要考虑非税成本,要站在企业发展战略白勺角度进行纳税筹划考虑。避免将并购中涉及白勺税种及各环节白勺税收割裂开进行。最后将历年来发布白勺有关企业并购白勺税收法规分类进行梳理,为后面章节白勺实务筹划提供政策依据。第三章为企业并购白勺纳税筹划分析,也是本文白勺重点。该部分共有五小节,以企业并购白勺流程为主线,结合具体案例,在国家关于企业重组白勺法律法规框架内,对我国企业并购中纳税筹划白勺基本思路和具体筹划方法进行系统白勺分析。由于税收筹划几乎贯穿了企业并购白勺每个环节,所以本章遵循并购目标选择、出资方式选择、融资方式选择、会计政策选择以及并购后白勺企业整合这样一个逻辑线索,分五节阐述了各个环节主要考虑白勺纳税筹划,每一部分都对相应白勺纳税筹划原理进行分析并辅以典型案例,使筹划方法尽量具有可操作性和借鉴性
Abstract（英文摘要）：www.328tibEt.cn Under going the bapti of market economy for decades,Some government not restricted trades he come into full competition. Enterprises he to face severe competitions not only from home markets but also from global markets. Being a important approach or a method to realize low cost expand rapidly, to eliminate the barriers to go into a new field, to optimize the resource deploying and industry constructs, to conduct control and anti-control and to enhance the market competition, the enterprises Mergers &Acquisitions(M&A) must become a new upsurge in our country.M&A involves a series of variations in the change of the owner of enterprises, traner of property right and change of the way of organization and relationship of subordination. Therefore, it results in the tax revenue problems. Reasonably employing government tax policies not only could lighten the revenue burden of enterprises and make the enterprise values maximum but also could help the projects of M&A to bring into effect. Otherwise, if disregarding the tax revenue problems, it probable brings unnecessary troubles during aggrating the revenue burden to enterprises.It has all ready been used abroad that tax planning could be used as a means to lighten the revenue burden of enterprises reasonable and to realize the value maximum. Although it is not early to study the tax planning in our country, the tax planning receives more and more abroad attentions in all circles of society with the progress of market economy and enhancement of legal system of tax revenue.In point of view of M&A, aiming reasonable tax planning and employing the way of tax planning the paper analyzes the problems related to all aspects concerning tax in M&A through a combined study from theory and verification. The purpose is to provide a thinking and a method for enterprises to tax planning legally, scientifically and fully during M&A, to lead enterprises to use the tax tool initiatively to incorporate the lightening the tax during M&A activity, to renovate the concept of ratepaying, to lower the cost of M&A reasonable, to achieve the revenue benefit legally and to realize maximally the goal of the M&A.The full paper is composed of three chapters.The chapter one is a summary of enterprise M&A. It includes the concept and motivation of enterprise M&A, the classification concerning tax planning and flow chart. First, it explained the concept of the enterprise M&A. The enterprise M&A is a way of enterprise recombination, which means a action of a enterprise obtaining managing control right and partial or all ownership of one or several independent enterprises by a certain price and cost (such as cash or stock right).Second, the paper analyzed the motivation of enterprise M&A. There are lot of motivations of enterprise M&A. But the main purpose is to realize the goal of development and to increase the competition. Thirdly, the paper introduced the classification of enterprise M&A. The enterprise M&A can be classified according to enterprise standards. Here the paper introduced mainly the classification concerning tax planning. Finally, the flow chart of the enterprise M&A was introduced. The chapter two introduced theoretical knowledge related to tax planning. It includes the meanings and theoretical background of tax planning, restriction and encouragement from tax planning to the behior of enterprise M&A and resolutions on the policies and laws concerning enterprise M&A. On the base of differentiation and analyses to the meaning of tax planning, it explained the inner requirement of enterprise to conduct tax planning from point of view of finance and revenue macro-control theories. From law point of view it explained that tax planning is the way of taxpayers to protect their vested interest with the suitable right granted by laws under the conditions of performing their legal duty which should be. In order to reach the effect of tax planning, it requires the enterprises to program the burdens caused by different tax policies faced with all aspects before making decision to conduct enterprise mergers. In the process of enterprise M&A and tax planning, it needs to consider not only revenue burden but also non taxpaying cost, it needs to consider tax planning in the place of enterprise developing and oid conducting taxpaying of the tax types in related to enterprise mergers and revenues in all links in a separated way. Finally, the paper combs the revenue policies in related to enterprise M&A issued past years and provides basis of policies for tax planning of later part of the paper.The chapter three is of the analysis of tax planning for enterprise M&A and it is also the emphasis of the paper. It has been divided into five parts. In the frame of nation laws andpolicies in related to enterprise recombination, combining concrete cases and following the main trace of enterprise M&A, the paper analyzed systematically the basic thought and concrete ways of tax planning during enterprise M&A. Because tax planning run through almost all aspects of enterprise M&A, following such a logical clue for the choices of enterprise merger goal, the way of funding, the way of financing, accounting policies and enterprise conformity after mergers the chapter explained tax planning which should be considered in all aspects in five parts, in which each part carried out the analysis on tax planning principle accordingly and assisted by typical cases, which makes the planning way to be operated and to be used as reference.
论文关键词： 企业并购；纳税筹划；并购环节；
Key words（英文摘要）：www.328tibEt.cn enterprise M&A；tax planning；link of M&A；
Abstract（英文摘要）：www.328tibEt.cn Under going the bapti of market economy for decades,Some government not restricted trades he come into full competition. Enterprises he to face severe competitions not only from home markets but also from global markets. Being a important approach or a method to realize low cost expand rapidly, to eliminate the barriers to go into a new field, to optimize the resource deploying and industry constructs, to conduct control and anti-control and to enhance the market competition, the enterprises Mergers &Acquisitions(M&A) must become a new upsurge in our country.M&A involves a series of variations in the change of the owner of enterprises, traner of property right and change of the way of organization and relationship of subordination. Therefore, it results in the tax revenue problems. Reasonably employing government tax policies not only could lighten the revenue burden of enterprises and make the enterprise values maximum but also could help the projects of M&A to bring into effect. Otherwise, if disregarding the tax revenue problems, it probable brings unnecessary troubles during aggrating the revenue burden to enterprises.It has all ready been used abroad that tax planning could be used as a means to lighten the revenue burden of enterprises reasonable and to realize the value maximum. Although it is not early to study the tax planning in our country, the tax planning receives more and more abroad attentions in all circles of society with the progress of market economy and enhancement of legal system of tax revenue.In point of view of M&A, aiming reasonable tax planning and employing the way of tax planning the paper analyzes the problems related to all aspects concerning tax in M&A through a combined study from theory and verification. The purpose is to provide a thinking and a method for enterprises to tax planning legally, scientifically and fully during M&A, to lead enterprises to use the tax tool initiatively to incorporate the lightening the tax during M&A activity, to renovate the concept of ratepaying, to lower the cost of M&A reasonable, to achieve the revenue benefit legally and to realize maximally the goal of the M&A.The full paper is composed of three chapters.The chapter one is a summary of enterprise M&A. It includes the concept and motivation of enterprise M&A, the classification concerning tax planning and flow chart. First, it explained the concept of the enterprise M&A. The enterprise M&A is a way of enterprise recombination, which means a action of a enterprise obtaining managing control right and partial or all ownership of one or several independent enterprises by a certain price and cost (such as cash or stock right).Second, the paper analyzed the motivation of enterprise M&A. There are lot of motivations of enterprise M&A. But the main purpose is to realize the goal of development and to increase the competition. Thirdly, the paper introduced the classification of enterprise M&A. The enterprise M&A can be classified according to enterprise standards. Here the paper introduced mainly the classification concerning tax planning. Finally, the flow chart of the enterprise M&A was introduced. The chapter two introduced theoretical knowledge related to tax planning. It includes the meanings and theoretical background of tax planning, restriction and encouragement from tax planning to the behior of enterprise M&A and resolutions on the policies and laws concerning enterprise M&A. On the base of differentiation and analyses to the meaning of tax planning, it explained the inner requirement of enterprise to conduct tax planning from point of view of finance and revenue macro-control theories. From law point of view it explained that tax planning is the way of taxpayers to protect their vested interest with the suitable right granted by laws under the conditions of performing their legal duty which should be. In order to reach the effect of tax planning, it requires the enterprises to program the burdens caused by different tax policies faced with all aspects before making decision to conduct enterprise mergers. In the process of enterprise M&A and tax planning, it needs to consider not only revenue burden but also non taxpaying cost, it needs to consider tax planning in the place of enterprise developing and oid conducting taxpaying of the tax types in related to enterprise mergers and revenues in all links in a separated way. Finally, the paper combs the revenue policies in related to enterprise M&A issued past years and provides basis of policies for tax planning of later part of the paper.The chapter three is of the analysis of tax planning for enterprise M&A and it is also the emphasis of the paper. It has been divided into five parts. In the frame of nation laws andpolicies in related to enterprise recombination, combining concrete cases and following the main trace of enterprise M&A, the paper analyzed systematically the basic thought and concrete ways of tax planning during enterprise M&A. Because tax planning run through almost all aspects of enterprise M&A, following such a logical clue for the choices of enterprise merger goal, the way of funding, the way of financing, accounting policies and enterprise conformity after mergers the chapter explained tax planning which should be considered in all aspects in five parts, in which each part carried out the analysis on tax planning principle accordingly and assisted by typical cases, which makes the planning way to be operated and to be used as reference.
论文关键词： 企业并购；纳税筹划；并购环节；
Key words（英文摘要）：www.328tibEt.cn enterprise M&A；tax planning；link of M&A；