Circular on Land Appreciation Tax Policies relating to Restructuring and Reorganization of Enterprises
Circular on Land Appreciation Tax Policies relating to Restructuring and Reorganization of Enterprises
Circular on Land Appreciation Tax Policies relating to Restructuring and Reorganization of Enterprises
Cai Shui [2015] No.5
February 2, 2015
The finance departments (bureaus) and the local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central Government and cities specifically designated in the state plan, the offices of the State Administration of Taxation in Tibet Autonomous Region, Ningxia Hui Autonomous Region and Qinghai Province and the Financial Bureau of Xinjiang Production and Construction Corps,
With a view to implementing the Opinions of the State Council on Further Optimizing the Market Environment for the Merger and Restructuring of Enterprises (Guo Fa [2014] No.14), the land appreciation tax policies involved in the course of restructuring and reorganization of enterprises are hereby notified as follows:
Article 1 Where an unincorporated enterprise is entirely restructured into a limited liability company or a joint-stock company, or if a limited liability company (joint-stock company) is entirely restructured into a joint-stock company (limited liability company) in accordance with the Company Law of the People's Republic of China and the original enterprise transfers or changes the ownership of the state-owned land or buildings to the enterprise resulting from the restructuring, no land appreciation tax shall be collected for the time being.
For the purpose of the Circular on Land Appreciation Tax Policies relating to Restructuring and Reorganization of Enterprises (hereinafter referred to as the "Circular"), "entirely restructuring" shall refer to the act of inheriting rights and obligations of the original enterprise without changing the investment subjects of original enterprise.
Article 2 In the case of merger of two or more enterprises into one enterprise in accordance with the provisions of laws or as agreed upon in a contract, if the investment subjects of original enterprises continue to exist and the original enterprises transfer or change the ownership of the state-owned land or buildings to the enterprise resulting from the merger, no land appreciation tax shall be collected for the time being.
Article 3 Where an enterprise, in accordance with the provisions of laws or as agreed upon in a contract, is divided into two or more enterprises under the same investment subjects as those of the original enterprise and the original enterprise transfers or changes the ownership of the state-owned land or buildings to the enterprise resulting from the division, no land appreciation tax shall be collected for the time being.
Article 4 Where an entity or individual, in restructuring and reorganization, uses the state-owned land or buildings for investment and transfers or changes the ownership of the state-owned land or buildings to the invested enterprise, no land appreciation tax shall be collected for the time being.
Article 5 The above land appreciation tax policies relating to restructuring and reorganization do not apply to real estate development enterprises.
Article 6 When an enterprise re-transfers the use right to the state-owned land after restructuring and reorganization and files tax return and makes payment of land appreciation tax, the land price paid for obtaining the land use right to such land prior to the restructuring and the relevant fees paid in accordance with the uniform provisions of the State shall be deemed as the "amount paid for obtaining the land use right to the land" for deduction.
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