When a company merges, the use of asset reorganization to evade taxation needs to be carried out within the framework of legal compliance. The following are some common ways for you, but please note that any tax avoidance behavior cannot violate tax laws and regulations.： ### Rational use of special tax treatment regulations -**Applicable conditions** -It has a reasonable commercial purpose and does not have the main purpose of reducing, exempting or delaying the payment of taxes. - The original substantive business activities of the restructured assets will not be changed within 12 consecutive months after the reorganization of the enterprise. -The original major shareholder who obtained equity payment in the reorganization of the enterprise shall not transfer the acquired equity within 12 consecutive months after the reorganization. -In the equity acquisition, the acquired company shall purchase no less than 50% of the total equity of the acquired company, and the acquired company shall pay no less than 85% of the total transaction payment at the time of the equity acquisition; in the asset acquisition, the transferred company shall acquire no less than all the assets of the transferred company.50%, and the transferee's equity payment amount at the time of the asset acquisition is not less than 85% of its total transaction payment; in the merger of an enterprise, the equity payment amount obtained by the shareholders of the enterprise at the time of the merger of the enterprise is not less than 85% of its total transaction payment, and under the same control andMergers of companies that do not require consideration to be paid. -**Tax treatment method** -For mergers of enterprises that meet the above conditions, special tax treatment can be selected. The merged enterprise accepts the tax basis of the assets and liabilities of the merged enterprise, and the tax basis of the merged enterprise shall be determined based on the original tax basis of the merged enterprise; the relevant income tax matters of the merged enterprise before the merger shall be inherited by the merged enterprise; the limit of the losses of the merged enterprise that can be compensated by the merged enterprise = the fair value of the net assets of the merged enterprise×The interest rate of the longest-term national debt issued by the state as of the end of the year in which the consolidated business occurred. -The tax basis for shareholders of the merged enterprise to obtain the equity of the merged enterprise shall be determined based on the tax basis of the equity of the merged enterprise originally held by them. ### Use asset transfer -**Operation method** -Transfer of equity or assets based on the net book value between resident enterprises under 100% direct control, and between resident enterprises under 100% direct control of the same or more than the same residential enterprises, where it has a reasonable commercial purpose and does not have the main purpose of reducing, exempting or delaying the payment of taxes, the equity or assets shall be transferred.If the original substantive business activities of the transferred equity or assets are not changed within 12 consecutive months after the transfer, and neither the transferring party's enterprise nor the transferring party's enterprise have confirmed profits or losses in the accounting, they may choose to carry out special tax treatment in accordance with the following provisions： -Neither the zoning party's enterprise nor the zoning party's enterprise will confirm the income. -The tax basis on which the transferred party's enterprise obtains the transferred equity or assets shall be determined by the original book value of the transferred equity or assets. -The transferred assets acquired by the transferring party's enterprise shall be calculated and deducted for depreciation based on their original book value. -**Case** -Company A holds 100% of the equity of Company A, with a book value of Company A's assets of 10 million yuan and a fair value of 15 million yuan. Now Company A transfers the assets of Company A to Company B at the net book value (Company B is also 100% directly controlled by Company A). Due to the special tax treatment conditions for asset transfer, neither Company A nor Company B recognize the income, and the tax basis for Company B to obtain assets is 10 million yuan. ### Optimize asset allocation and pricing -**Reasonable arrangement of the sequence of asset transfers** -Before the company merges, sort out the assets of the merged enterprise, and reasonably determine the order of asset transfers in accordance with the principle of optimal tax burden. For example, for assets with a higher value-added rate and may generate higher income tax, it can be considered to meet certain conditions through reasonable pricing and transaction arrangements to make them meet the requirements of special tax treatment and avoid high tax burdens immediately. -** Determine reasonable asset pricing** -Reasonably price assets based on the fair value of the market and the actual situation of the enterprise. If the price is too low, it may be deemed to be an unreasonable transfer by the tax authorities, and there is a risk of tax adjustment; if the price is too high, it may lead to an increase in merger costs. Through evaluation by professional evaluation agencies, etc., to ensure that asset pricing is reasonable, not only in line with market conditions, but also to strive for a favorable position in tax treatment. ### Take advantage of tax incentives -**In line with specific industry or regional tax incentives** -If the industry or region involved in the company's merger has preferential tax policies, it can actively strive for their application. For example, some regions give preferential tax exemptions or financial subsidies to mergers of enterprises in specific industrial parks; for industries that are in line with the development encouraged by the state, there may be special tax support policies for corporate restructuring. -**Use loss-making companies to merge** -If one party to the merged enterprise has a loss, the loss of the losing enterprise can be used to offset the taxable income of the profitable enterprise through the merger. However, it should be noted that the compensation for losses must meet the conditions and limits stipulated in the tax law. The tax planning for asset reorganization during the company's merger must be cautious. It is recommended that you consult a professional tax consultant or lawyer before proceeding with any tax planning operations to ensure that the planning plan is legal and effective and avoid potential tax risks.