国际学院毕业论文英文格式规范(3)

1. When the carrying amount of assets is less than tax base or the carrying amount of liabilities is greater than tax base, the deductible temporary difference arises and shall be recognized as deferred tax assets.

2. When the carrying amount of assets is greater than tax base or the carrying amount of liabilities is less than tax base, the taxable temporary difference arises and shall be recognized as deferred tax liabilities.

1.注册会计师协会编，《会计》，中国财政经济出版社，2009

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江西财经大学普通本科毕业论文

3 Rules of tax law and accounting standards for M&A

3.1 Taxable and tax-free M&A

According to “The notification of the income tax problem of the business combination and division transactions by the State Administration of Taxation” (No.119［2000］of State Administration of Taxation ), the tax treatment of business combination will be divided into taxable and tax-free M&A.

1.Taxable M&A. Generally speaking, the combined party should be regarded as

transfer or dispose of all assets at fair value, calculate the gains from the sale of assets and pay income tax according to the tax law. When combining party accept the relevant assets from the combined party, the tax should be calculated based on the assessment of the cost.

2.Tax-free M&A. If non-equity payment ( cash, securities and other assets other

than combining party’s equity)of the purchase price paid to the combined party or its shareholders by the combining party is no higher than 20% of the face value of the equity payment, then the combining party should choose income tax treatment in accordance with the following provision:

The tax base of all assets accepted by the combing party which are from the combined party should be determined based on the original net book value of the combined party.

3.The income tax treatment rules about taxable and tax-free M&A can be concluded

as the following chart1:

1.肖丽、李冰锋、胡佳，论吸收合并所得税的会计处理，《湖北财经高等专科学校学报》第3期，2008

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江西财经大学普通本科毕业论文

In summary, under taxable M&A, the tax base should be based on the assessment costs of assets and profit or loss is recognized at the same time; under tax-free M&A, tax base should be based on the original net book value of the combined party and no profit or loss is recognized.

3.2 Accounting standards for M&A

3.2.1 Business combination under common control

Business combination under common control1refers to the situation that the parties involved in combination are subject to the same control by one or more parties before and after the combination and that control is not ultimately temporary. Generally, business combination under common control is the combination between enterprises in the same enterprise group. Business combination under common control usually includes two types: Mergers under common control

1.注册会计师协会编，《会计》，中国财政经济出版社，2009

8

江西财经大学普通本科毕业论文

and acquisitions under common control.

The major features of business combination under common control could assist us in identify it: (1)From the perspective of the ultimate controlling party, the net assets it controls don’t change

before and after combination and should be measured as the original book value.

(2)Because related parties are involved in this kind of combination, the price of transaction is

usually not fair. The price agreed upon by the related parties could hardly be the base for accounting. If we adopt that price, it’s likely the value of assets is overestimated.

For business combination under common control, the combining party should obey the following rules to do related treatment:

(1)Measurement of the cost of business combination under common control. The assets and

liabilities acquired from the business combination by the combining party should be measured based on the book value of combined party on business combination date.

(2)Treatment for the expenses incurred during the business combination under common control.

Any relevant expenses incurred for the combination including the auditing cost, assessment cost, legal expenses, etc. should be measured as expenses for that accounting period by the combining party. The fees and commissions of the bonds issued or other debts assumed for the business combination should be recognized as the initial measurement of bonds or other debts. The fees and commissions incurred for the issuance of equity securities should be deducted from the premiums of the equity security. If the premium is not sufficient for deduction, the fees and commissions should be charged against the retained earnings.

(3) Treatment for the difference between the combining party’s interest in the book value of identifiable assets and liabilities acquired and the book value of the assets paid, debts assumed and equity securities issued

a)The combining party’s interest in the book value of identifiable assets and liabilities acquired

equals the book value of the assets paid, debts assumed and equity securities issued

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江西财经大学普通本科毕业论文

The difference between the fair value and the book value of the assets paid, debts assumed and equity securities issued should not be recorded as current profits or losses.

b)The combining party’s interest in the book value of identifiable assets and liabilities acquired

is higher than the book value of the assets paid, debts assumed and equity securities issued For mergers and acquisitions under common control, the excess of the combining party’s interest in the book value of identifiable assets and liabilities acquired over the book value of the assets paid, debts assumed and equity securities issued should credit “additional paid-in capital …… 此处隐藏：5698字，全部文档内容请下载后查看。喜欢就下载吧 ……