Notice of the Ministry of Finance and the State Administration of Taxation on Stamp Tax Policies in the Process of Enterprise Reform
Finance and Taxation  No. 183
Provinces, autonomous regions, municipalities directly under the Central Government, cities with separate plans, local tax bureaus, and the Finance Bureau of Xinjiang Production and Construction Corps:
In order to implement the spirit of the State Council's instructions on supporting corporate restructuring and regulate the relevant tax policies during the corporate restructuring process, the notification of stamp tax policies involved in the restructuring process by enterprises approved by the people's government at or above the county level and the competent department of corporate restructuring is as follows:
I. Stamp duty on fund books
(1) For a new enterprise (re-registrated as a legal person) established during the restructuring by a company implementing a corporate reform, the funds recorded in its newly opened capital account book or the funds increased due to the establishment of a capital bond relationship by the enterprise. The decal part can no longer be decaled, and the unapplied part and the newly added funds will be decaled according to regulations.
The reform of the corporate system includes the overall transformation of a state-owned enterprise into a wholly state-owned limited liability company in accordance with the Company Law; the enterprise can increase the share capital or transfer part of the property rights to realize the participation of others in the enterprise and transform the enterprise into a limited liability company or a company limited by shares; Form a new company with others with some of its property and corresponding debts; the company keeps the debt in the original company, and a new company with others with its high-quality property.
(2) For a new enterprise established by merger or division, the funds recorded in the newly opened capital account book may not be decalmed anymore, and the unapplied portion and the newly added funds will be decaled in accordance with regulations.
Mergers include absorption mergers and new mergers. Division includes surviving divisions and newly established divisions.
(3) The newly increased funds for the conversion of corporate debts into equity shall be decalmed in accordance with regulations.
(4) The appraisal of increased funds during the restructuring of the enterprise shall be decals in accordance with regulations.
(5) The funds recorded in other accounting subjects of the enterprise are converted into paid-in capital or capital reserves in accordance with regulations.
Stamp duty on various types of taxable contracts
For various types of taxable contracts signed by the enterprise before the restructuring but not yet completed, if the implementation subject needs to be changed after the restructuring, decals will not be deducted if only the implementation subject is changed, the remaining terms have not been changed and the decals have been applied before the restructuring.
3. Stamp duty on property transfer documents
The property right transfer document signed by the enterprise due to restructuring is exempt from decals.
Ministry of Finance State Administration of Taxation
December 8, 2003