Notice on Continuing to Support the Deed Tax Policy for the Restructuring of Enterprises and Institutions
Finance and Taxation (2018) No. 17
Provinces, autonomous regions, municipalities directly under the Central Government, municipalities with separate plans, local tax bureaus, Tibet, Ningxia, Qinghai provinces (autonomous regions) State Taxation Bureau, Xinjiang Production and Construction Corps Finance Bureau:
In order to implement the "State Council's Opinions on Further Optimizing the Market Environment for Enterprise Mergers and Reorganizations" (Guo Fa  No. 14) and continue to support the restructuring of enterprises and institutions, the notice of the deed tax policy related to the restructuring of enterprises and institutions is as follows:
I. Enterprise restructuring
The enterprise was restructured in accordance with the relevant provisions of the Company Law of the People's Republic of China, including the restructuring of a non-corporate company into a limited liability company or a joint stock company, a limited liability company changed to a company limited by shares, a company limited by shares changed to a limited liability company, and the original enterprise investment If the entity exists and the proportion of equity (shares) held in the company after the restructuring (change) exceeds 75%, and the company inherits the rights and obligations of the original enterprise after the reorganization (change), the company shall bear the land and housing of the original enterprise Ownership, exempt from deed tax.
Restructuring of public institutions
Institutions are restructured into enterprises in accordance with relevant state regulations. If the original investment entity persists and the proportion of capital (equity, shares) in the restructured enterprise exceeds 50%, the land and housing ownership of the original institution is exempted from deed tax for the restructured enterprise.
Third, the company merger
If two or more companies are merged into one company in accordance with legal provisions and contractual agreements, and the original investment entity persists, the combined company shall be exempt from deed tax on the land and housing ownership of the original merged parties.
Fourth, company separation
The company is divided into two or more companies with the same investment entity as the original company according to the law and the contract, and the deed tax will be exempted for the company to bear the ownership of the original company's land and housing after the division.
The enterprise implements bankruptcy in accordance with the relevant laws and regulations. Creditors (including employees of the bankrupted enterprise) bear the land and housing ownership of the bankrupt enterprise to settle debts, and are exempted from deed tax. The Labor Law and other relevant national laws, regulations, and policies provide for the proper resettlement of all employees of the original enterprise. If they sign a labor contract with all employees of the original enterprise for a service period of not less than three years, they will be exempt from the land and house ownership of the purchased enterprise. Deed tax; if more than 30% of the employees of the original enterprise signed a labor service contract with a service period of not less than three years, the deed tax is reduced by half.
6. Transfer of assets
Units subject to administrative adjustment by the people's governments at or above the county level or state-owned asset management departments and the transfer of state-owned land and housing ownership are exempt from deed tax.
The transfer of land and house ownership between enterprises owned by the same investment entity, including between the parent company and its wholly-owned subsidiaries, between the wholly-owned subsidiaries of the same company, the same natural person and its sole proprietorship, one-person limited company The transfer of land and house ownership is exempt from deed tax.
The parent company increases the capital of its wholly-owned subsidiary with the ownership of the land and housing, which is deemed to be transferred and exempt from deed tax.
Debt to equity
Enterprises approved by the State Council for the conversion of creditor's rights to equity shall be exempted from deed tax on the newly established companies that bear the ownership of the land and housing of the original company after the creditor's rights are converted to equity.
Transfer of land for sale or capital contribution
If the land transferred by the original restructuring and restructuring enterprise or institution is transferred by way of transfer or state-denominated capital contribution (shareholding), it does not fall into the above-mentioned tax exemption scope, and the debit party shall levy deed tax in accordance with the regulations.
Nine, the company's equity (share) transfer
In the transfer of equity (shares), units and individuals bear the company's equity (shares), and the ownership of the company's land and housing is not transferred, and deed tax is not levied.
10. Meaning of relevant terms
The enterprises and companies mentioned in this notice refer to enterprises and companies established in accordance with the relevant laws and regulations of China and registered in China.
The existence of the investment entity referred to in this notice refers to the fact that the investor of the original enterprise and public institution must exist in the restructured and reorganized enterprise, and the investor's capital contribution ratio can change; the same investment entity means that the investor does not change before or after the company is split. The investment proportion of the investor can change.
This notice will be implemented from January 1, 2018 to December 31, 2020. Before the issuance of this notice, the deed tax involved in the restructuring of enterprises and institutions has not yet been processed, and those that comply with the provisions of this notice may be implemented in accordance with this notice.
Ministry of Finance and State Administration of Taxation
March 2, 2018