企业重组中的税收筹划：对NG重组案的思考.docx

务处理的概念和条件，从税收角度对企业之间的重组予以鼓励。该文件 也是我作为税务相关工作者，需要好好学习和解读的法规政策方面的指 导性文件。 总之，无论企业的重组行为出于何种战略目标，合理的税收筹划可 以帮助企业降低重组的成本，从而实现重组的最大效益。本文选取新税 法颁布实施后的 NG 重组案进行案例研究，对其所涉及的各项征税行为 和新的征税规则进行分析和解读，发现该案例的税收筹划亮点和存在的 问题供公司管理层和政策制定者学习和借鉴。通过对 NG 重组案的思考， 我们发现根据不同类型的企业重组的特殊性税务处理需要满足的条件， 进而构造相关交易细节，能够帮助企业实现重组税收成本的最优化。 关键词：企业重组 税收筹划 税收政策 特殊性税务处理 THE TAX PLANNING IN THE CORPORATE RESTRUCTURING: THINKING FROM THE CASE OF RE-NG ABSTRACT With the promulgation of the new Corporate Income Tax Law implemented from January 1, 2008 and the new indirect Tax Law(like the new VAT Law) implemented from January 1, 2009 and other relevant laws and regulations updated and improved accordingly, the tax environment in China is undergoing tremendous changes. Facing the global financial crisis once every 70 years in 2008, as an accountant whose work is related to the tax compliance and tax planning, I became to understand the significance of these changes and reform of the tax policies and regulations and understand the impact caused by these changes on the business, personnel and nation. At this moment, the CEO and CFO should wake up to the importance of the tax planning for their business and corporation. For the globle financial crisis in 2008, many companies went bankrupt and closed down. However, on the perspective of the assets’ price, the asset price was greatly diminished like the shopping discounts caused by the financial crisis. The index of the Shanghai A shares market went down from 6,000 points to 1,700 points since October 2007. If 50% discount has not been attractive enough, then, there is no doubt that the price with nearly 70% discount was a golden opportunity for business restructuring. At that moment, during the economic structural reforming in China, many companies wanted to seize the rare opportunity to boost their merger plans and promote corporate strength, then, they can realise their company strategy to become a more powerful international enterprise. It will also become a strong driv