【税务洞察】S基金投资税务尽调需要特别关注的问题

Core Insights - The private equity fund sector is undergoing significant transformation characterized by diversified exit channels, specialized investment forms, and refined tax regulation [1][2] - Secondary Funds (S Funds) have emerged as a key driver in reshaping the industry landscape, facilitating early exits for Limited Partners (LPs) and providing liquidity solutions [1] - The trend of acquiring existing fund shares to invest in mature projects is expanding, allowing fund companies to shorten investment cycles and reduce project cultivation risks [1] Exit Channels - Traditional exit methods relying solely on IPOs and equity transfers are being disrupted, with more LPs opting for S Fund markets to transfer existing fund shares for early exits [1] - This shift helps LPs avoid long-term holding risks and meets liquidity demands [1] Investment Strategies - Fund companies are increasingly acquiring existing fund shares instead of launching new funds for direct investments in the primary market [1] - This strategy not only reduces investment cycles but also allows for higher returns through discounted share acquisitions [1] Tax Regulation - Tax regulatory scrutiny is intensifying, particularly regarding the execution of the "distribute first, tax later" principle, focusing on pricing rationality and compliance in S Fund share transfers [2][8] - Participants in S Fund acquisitions must conduct thorough tax due diligence to identify and mitigate potential historical tax liabilities and compliance risks [2][10] Tax Compliance Issues - The complexity of tax treatment has increased due to the coexistence of LP share transfers and underlying project exits, necessitating careful examination of tax compliance and potential risks [2] - Key areas of focus include the tax compliance of LP share transfers, tax linkage between underlying project exits and share transfers, and the confirmation of tax bases in fund share acquisitions [4][5][6] Pricing and Tax Responsibilities - The rationality of transfer pricing must be verified to ensure compliance with independent transaction principles, avoiding low-price transfers to evade taxes [5] - Tax responsibilities in transfer agreements should be clearly defined to prevent unexpected costs from historical tax issues post-acquisition [5][10] Tax Benefits and Compliance - The effectiveness of tax benefit transmission from underlying projects to the acquiring party must be confirmed, ensuring compliance with specific tax incentive policies [11] - Historical tax reporting issues and compliance with expense deductions must be scrutinized to avoid future tax liabilities [11]