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Do I need to submit a tax payment certificate for changes in equity?

Required. In practice, some local industrial and commercial bureaus will require tax payment certificates.

According to the latest regulations, three certificates are integrated into one, and industrial and commercial and tax data are fully shared. When registering an equity change, the General Industrial and Commercial Bureau requires that you must pay equity transfer income tax and submit a tax payment certificate, otherwise you may not be able to obtain it. Change registration. The transfer of equity between company shareholders does not require changing the company's business license. It only requires the filing and registration of articles of association, and there is no tax payment certificate. However, the tax bureau can collect equity transfer income tax based on the filing data. Shareholders who transfer equity to an external third party must go through industrial and commercial change registration, and in practice, the industrial and commercial bureau is more likely to require the submission of a tax payment certificate.

Legal basis: Article 72 of the "Company Law"

Shareholders of a limited liability company may transfer all or part of their equity to each other.

The transfer of equity by a shareholder to a person other than the shareholder must be approved by a majority of the other shareholders.

Shareholders should notify other shareholders in writing to seek their consent regarding the transfer of their equity. If other shareholders do not respond within thirty days from the date of receipt of the written notice, they will be deemed to have agreed to the transfer.

If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity; if they do not purchase, it will be deemed to have agreed to the transfer.

Personal equity transactions have long been the focus and difficulty of personal income tax management, and the loss of tax revenue is relatively serious. In order to further strengthen collection and management, the "Announcement on the Issuance of the State Administration of Taxation" was issued, making specific provisions on personal income tax on income from equity transfers. According to the announcement, when an individual transfers equity, the balance of the equity transfer income after deducting the original value of the equity and reasonable expenses is the taxable income, and personal income tax is paid as "property transfer income" with a tax rate of 20%. At the same time, according to the provisions of the "Personal Income Tax Administration Measures", tax authorities at all levels should actively create conditions to issue tax payment certificates (certificates) to taxpayers, and print the "Personal Income Tax Payment Certificate of the People's Republic of China" through the basic information management system. , providing taxpayers with tax payment basis. The "Notice of the State Administration of Taxation on Strengthening the Administration of Personal Income Tax on Income from Equity Transfers" has clearly stipulated that: after signing an equity transfer agreement and completing the equity transfer transaction and before the enterprise changes its equity registration, all parties to an equity transaction have tax obligations or withholding tax. The transferor or transferee who is obliged to pay the tax should go to the competent tax authority to make a tax payment (withholding) declaration, and go to the industrial and commercial administration department with the tax payment certificate or tax exemption or non-taxation certificate issued by the tax authority for the payment of personal income tax on the income from equity transfer. Handle equity change registration procedures. Although the "Notice" has been abolished, local industrial and commercial departments still continue this practice and require the transferor to submit a personal tax payment certificate. As stipulated in the "Announcement of Beijing Local Taxation Bureau and Beijing Administration for Industry and Commerce on Issues Concerning Strengthening the Collection and Management of Personal Income Tax on Income from Equity Transfers", enterprises that change equity should submit the "Report Form on Changes in Individual Shareholders" confirmed by the competent local tax authority to the Industry and Commerce Bureau. The administrative department handles the registration procedures for equity changes. Moreover, in practice, after an individual's equity is transferred, it is indeed necessary to go to the industrial and commercial administration department to handle the equity change registration procedures with a tax payment certificate or a tax exemption or non-taxation certificate. This makes the collection and management of personal income tax on equity transfers more complete, effectively plugs tax loopholes and ensures national tax revenue.