海外投资架构设计

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亚布力创思会“一带一路”沙龙举行|专家详解跨境投资并购法律税务与股权设计
Sou Hu Cai Jing· 2025-06-20 10:04
Core Insights - The concept of "going global" has shifted from an optional strategy to a critical necessity for companies due to increasing tariff barriers and changes in global trade dynamics [1] - A well-structured investment framework is essential for successful overseas expansion, impacting tax liabilities, risk management, and overall business sustainability [1] Group 1: Overseas Mergers and Acquisitions - Overseas mergers and acquisitions (M&A) are vital for companies to expand their market presence and acquire resources quickly [5] - Key factors in designing a cross-border M&A structure include the acquirer's financial strength, safety and convenience of entry and exit, cost savings, and compliance with local regulations [8] - Five critical considerations for M&A structure design include the type of acquisition (direct or indirect), the level of acquisition (single or multi-layer), the acquisition process (one-step or phased), payment methods (cash or shares), and the implications for transaction documents and risk allocation [8][9] Group 2: Tax Planning for Overseas Investment - Tax structure design is crucial for companies going global, directly affecting investment returns and risk exposure [10] - Common tax compliance risks for outbound investments include understanding the target country's tax system, investment structure (direct vs. indirect), financing arrangements, and personnel management [12][13] - Effective tax planning can reduce tax burdens and enhance investment flexibility, with considerations for permanent establishment risks and cross-border transactions [14] Group 3: Equity Structure for Overseas Investment - The design of equity structures for overseas investments is linked to tax, financing, legal compliance, and operational efficiency [16] - Key factors in equity structure design include the business environment of the host country, profit repatriation tax rates, and operational layout [16] - Examples of effective equity structures include setting up top-tier investment companies in tax-friendly jurisdictions to minimize tax liabilities and isolate risks [17]