The Ministry of Finance issued the “Guidelines on Major Tax Preferential Policies for Mergers and Restructurings of Enterprises”. Among them, it is mentioned that taxpayers carry out asset restructuring through merger, division, sale, replacement, etc., and that meet the following conditions, are not taxable value-added tax transactions and non-taxable transactions as stipulated in Article 22 of the implementing regulations of the Value-added Tax Law. The goods, financial products, intangible assets, and real estate transfers involved are not subject to value-added tax, and the corresponding input tax amount can be deducted from the export tax amount according to regulations: 1. The object of asset restructuring is a business that can be operated relatively independently. 2. When implementing asset restructuring, taxpayers shall transfer all or part of the assets together with the corresponding claims, liabilities, and employees to form an asset package. The asset package should include both assets, claims, liabilities, and employees. 3. Asset restructuring shall have a reasonable commercial purpose, and shall not be the main purpose of reducing, exempting, or delaying payment of value-added tax or early tax refunds or additional tax refunds. 4. Where the transferor of the asset restructuring is a general taxpayer, the recipient shall also be a general taxpayer. If a taxpayer is merged due to the implementation of the above asset restructuring and the tax registration is cancelled, the input tax amount not already deducted before the registration is cancelled may continue to be deducted by the taxpayer after the merger.

Zhitongcaijing · 1d ago
The Ministry of Finance issued the “Guidelines on Major Tax Preferential Policies for Mergers and Restructurings of Enterprises”. Among them, it is mentioned that taxpayers carry out asset restructuring through merger, division, sale, replacement, etc., and that meet the following conditions, are not taxable value-added tax transactions and non-taxable transactions as stipulated in Article 22 of the implementing regulations of the Value-added Tax Law. The goods, financial products, intangible assets, and real estate transfers involved are not subject to value-added tax, and the corresponding input tax amount can be deducted from the export tax amount according to regulations: 1. The object of asset restructuring is a business that can be operated relatively independently. 2. When implementing asset restructuring, taxpayers shall transfer all or part of the assets together with the corresponding claims, liabilities, and employees to form an asset package. The asset package should include both assets, claims, liabilities, and employees. 3. Asset restructuring shall have a reasonable commercial purpose, and shall not be the main purpose of reducing, exempting, or delaying payment of value-added tax or early tax refunds or additional tax refunds. 4. Where the transferor of the asset restructuring is a general taxpayer, the recipient shall also be a general taxpayer. If a taxpayer is merged due to the implementation of the above asset restructuring and the tax registration is cancelled, the input tax amount not already deducted before the registration is cancelled may continue to be deducted by the taxpayer after the merger.