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【关注】企业改制重组及事业单位改制所涉及的印花税常见问答
蓝色柳林财税室· 2026-03-24 00:09
Core Viewpoint - The article discusses the stamp duty policies related to enterprise restructuring and the establishment of new companies during the reform process, highlighting exemptions and obligations for various scenarios [2][3][4]. Group 1: Enterprise Restructuring - Enterprises undergoing restructuring or transformation into new entities are exempt from paying stamp duty on previously paid amounts, while unpaid portions and new additions must comply with regulations [2]. - The increase in registered capital (equity) and capital reserves due to debt-to-equity swaps in approved restructuring projects is exempt from stamp duty [2]. - The policies apply to various forms of restructuring, including mergers, divisions, and other asset or equity contributions [4]. Group 2: Taxation Policies - The stamp duty must be paid on the total amount of registered capital (equity) and capital reserves that are newly recorded in business ledgers during the restructuring process [2]. - Contracts established before restructuring but not yet fulfilled will not incur additional stamp duty if the new entity inherits the original rights and obligations and the tax basis remains unchanged [2]. - The announcement specifies that the stamp duty policies will be effective from October 1, 2024, to December 31, 2027, replacing previous regulations [2]. Group 3: Definitions and Scope - The term "enterprise" refers to entities established and registered in accordance with Chinese laws and regulations [8]. - The restructuring process includes the transformation of non-corporate entities into limited liability companies or joint-stock companies, with specific conditions regarding the continuity of the original investors [3][5]. - The policies also cover the transformation of public institutions into enterprises, requiring that original investors maintain a significant stake in the new entity [6].