Notice of the Ministry of Finance and the State Administration of Taxation on the Continuing Implementation of the Relevant Land Value-added Tax Policies for Enterprise Restructuring and Reorganization

 

Finance and Taxation [2018] No. 57

 

Provinces, autonomous regions, municipalities directly under the Central Government, municipalities with separate plans, local tax bureaus, Tibet, Ningxia Autonomous Region National Taxation Bureau, Xinjiang Production and Construction Corps Finance Bureau:

 

In order to support the restructuring of enterprises and optimize the market environment, the land value-added tax policies involved in the restructuring of enterprises will continue to be implemented as follows:

 

I. According to the "Company Law of the People's Republic of China", non-corporate enterprises are restructured into limited liability companies or joint stock companies, and limited liability companies (stock limited companies) are restructured into joint stock companies (limited liability companies). The former enterprises transferred or changed the state-owned land use right, the buildings on the ground and their attachments (hereinafter referred to as real estate) to the restructured enterprises, and temporarily levied no land value-added tax.

 

The overall restructuring referred to in this notice refers to an act that does not change the investment entity of the original enterprise and inherits the rights and obligations of the original enterprise.

 

2. In accordance with legal provisions or contractual agreements, if two or more enterprises are merged into one enterprise, and the investment entity of the original enterprise persists, the original enterprise will not levy land value-added tax for the transfer or change of real estate to the merged enterprise.

 

3. In accordance with legal provisions or contractual agreements, the enterprise is divided into two or more enterprises with the same investment entity as the original enterprise. Land transfer tax will not be levied for the time being when the original enterprise transfers or changes the real estate to the separated enterprise.

 

4. Units and individuals invest in real estate at the time of restructuring and reorganization, and will not levy land value-added tax for the transfer or change of real estate to the invested enterprise.

 

5. The above-mentioned restructuring and reorganization of land value-added tax policies does not apply to the situation in which either party to real estate transfer is a real estate development enterprise.

 

6. When the state-owned land use right is transferred and the land value-added tax is declared and paid after the restructuring of the enterprise, the land price paid for obtaining the state-owned land use right before the restructuring and the relevant fees paid in accordance with the unified provisions of the state shall be regarded as the enterprise " The amount paid for the land use right is deducted. In the process of restructuring and reorganization of an enterprise that has been approved by the land management department at or above the provincial level (including the provincial level), if the state uses state-owned land use rights as capital to invest in shares, and then transfer the state-owned land use rights and declare and pay land value-added tax, The appraisal price approved by the land management department at or above the provincial level (including the provincial level) when the parcel of land is purchased as shares is deducted as the "amount paid for acquiring the land use right" of the enterprise. When applying for tax declaration, the enterprise shall provide the approval document and the appraised evaluation price of the land administration department at or above the provincial level (including the provincial level) at the time of the stock purchase. If the approval document and the appraised evaluation price cannot be provided, no deduction shall be made.

 

7. When applying for the above-mentioned preferential policies on land value-added tax, the enterprise shall submit to the competent tax authority the business licenses, restructuring and restructuring agreements or equivalent documents of the two parties involved in real estate transfer, relevant real estate ownership and value certificates, and the acquirer's land use before restructuring Written evidence of the land price paid (copy) and other written materials.

 

8. The investment entity mentioned in this notice does not change. The investment entity is the same, which means that the investor does not change before and after the restructuring and reorganization of the enterprise, and the investment proportion of the investor may change; the existence of the investment entity means that the original enterprise investor must exist In a restructured and restructured enterprise, the investor's capital contribution ratio may change.

 

9. The implementation period of this notice is from January 1, 2018 to December 31, 2020.

 

Ministry of Finance and State Administration of Taxation

 

May 16, 2018