《以无形资产投资入股，提高土地使用权成本减轻税负》

《以无形资产投资入股，提高土地使用权成本减轻税负》 案例三十: 以无形资产投资入股，提高土地使用权成本减轻税负 ——威海某房地产有限公司 一、案例背景。 (一)、公司概况 威海某房地产有限公司成立于1990年10月。经过16年的发展，现已成为集房地产开发、销售、物业管理为一体的综合性企业。公司在开发运营过程中秉承"诚诺守信、追求第一”的发展理念，以构筑"威海第一品牌"为目标，取得了丰硕成果。在当前的房地产形势下，该房产公司全面推进企业精细化管理，努力向实力雄厚、管理严格、品牌卓越的一流房地产开发企业的目标迈进。但是，由于历史上国土管理体制的原因，有一个税收问题困扰着公司发展。 (二)、问题提出 在2002年国家土地拍卖规定出台以前 ，房地产公司的土地来源于国家廉价的土地批租。该房地产公司取得一块低价土地使用权，但现在经过评估后，其帐面价值远低于评估价值，相差10倍之巨。 【政策依据:国土资源部令第,,号《招标拍卖挂牌出让国有土地使用权规定》。《规定》在认真总结了各地招标拍卖挂牌出让国有土地使用权成功经验、借鉴国际上通行的招标拍卖习惯做法的基础上，主要明确了招标拍卖挂牌出让国有土地使用权的法律依据、原则、范围、程序和法律 责任 安全质量包保责任状安全管理目标责任状8安全事故责任追究制幼儿园安全责任状占有损害赔偿请求权 等，建立和完善了以下三个方面的 制度 关于办公室下班关闭电源制度矿山事故隐患举报和奖励制度制度下载人事管理制度doc盘点制度下载 :一是经营性土地使用权的招标拍卖挂牌出让制度;二是公开、公平、公正的国有土地使用权招标拍卖挂牌出让组织实施程序制度;三是严格的法律制度。(2002年7月1日起施行)】 一个房地产公司进行房地产项目的开发需要缴纳土地增值税，土地增值税的计税依据为纳税人转让房地产所取得的收入扣除该房地产项目相关的成本。取得土地使用权所支付的金额就是计税依据的扣除项目之一。 【政策依据:国务院令[1993]第138号《中华人民共和国土地增值税暂行条例》转让国有土地使用权、地上的建筑物及其附着物(以下简称转让房地产)并取得收入的单位和个人，为土地增值税的纳税义务人(以下简称纳税人)，应当依照本条例缴纳土地增值税。 第五条 纳税人转让房地产所取得的收入，包括货币收入、实物收入和其他收入。 第六条 计算增值额的扣除项目: (一)取得土地使用权所支付的金额; (二)开发土地的成本、费用; (三)新建房及配套设施的成本、费用，或者旧房及建筑物的评估价格; (四)与转让房地产有关的税金; Opinions and suggestions on the party's mass line educational practiceAccording to the central and provincial, municipal unified deployment, according to municipal Party committee "about carrying out the party's mass line educational practice activity in the city's implementation opinions, the spirit of the party's mass line educational practice activities from 20** in January to 99 months, carried out at all levels of departments and directly affiliated institutions and grass-roots party organizations. According to my actual County, the county to carry out the education practice put forward the following implementation opinions.First, the overall requirementsCounty county education practice to the eighteen Party of eight, the spirit of the the third Plenary Session of the 18th CPC Central Committee as the guidance, conscientiously implement the spirit of general secretary Xi Jinping book series of important speech, earnestly implement the Central Committee really, opinions and advice > < < >, < party implementing the guiding ideology of opinions to determine the objectives and requirements, step method, in accordance with the "" look in the mirror, dress up, wash bath, cure treatment, the general requirements of "for the people pragmatic honest people as the theme, in carrying forward the spirit of Zhuanglang Zhuang, improve their work style, service to the masses of the people, the foundation of consolidating grassroots, promote transformation across efforts, to further implement the central eight regulations and < The opposition party and government austerity waste regulations "," double section "provincial regulations, municipal provisions of the" twelve "plan and the implementation measures for < on improving the work style of close ties with the masses law, highlight style building, carry out the whole wind spirit, resolutely oppose formalism, bureaucracy, hedonism and wasteful extravagance to solve the problems, Party members and cadres of the style and the masses of people strong, the Ministry of Party members and cadres to further improve their thinking and understanding, to further change the style of the wind, the masses to close, honest and pragmatic people honest image to further establish the foundation to further reinforce the basic level. Style of the building of the new results to promote the construction of a powerful force of the county and the ecological culture of the county and county construction.In educational practice activities of the unit is mainly: the county and below county departments under the organs, enterprises and institutions directly under the township, street, and community, village, non-public economic organizations, social organizations and other grass-roots organizations. Agencies and branches, each single unit, follow the rules on internal institutions. Educational practice with step by step.To adhere to the county leadership, leadership and leading cadres to focus on outstanding catch to directly contact the service of the masses of law supervision departments and window units, service industry, educational practice, pay attention to grasp the heavy towns, streets and villages, community education activities and the masses of grassroots groups in close contact to strengthen, and the majority of Party members, cadres and the mass line line Marx doctrine view of the masses and the party's education.Always speak seriously as a basic attitude, adhere to positive education, to carry out criticism and self criticism group, adhere to the pragmatic, more emphasis on leadership, pay more attention to the layers of the demonstration, more focus on the four winds, solve the problem, pay more attention to open the door, the participation of the masses, pay more attention to the classification guidance. Orderly, pay more attention to the cooperation and cohesion driven, more strict requirements on injection, really supervision practice, ensure education practice is not empty is not empty is not partial, not as a mere formality.Two, the key point of the taskThe main task of the county's education practice is to seize against "four wind" this focus on centralized solve outstanding problems asked County, township leadership and leading cadres of the four winds, the disadvantages of the style, scale behavior to a large scale investigation, overhaul, cleaning greatly. At the same time, respond to the concerns of the masses, safeguard the interests of the masses, pay attention to solve practical problems, solve the people around the unwholesome tendencies especially on eat, take the card, Yong lazy luxury, extravagance and waste fees, privileges and other issues, timely and effective, without any discount to solve, to improve the style of real implementation of the requirements of real to the grassroots, real let group Benefit the public.(a) focus on solving the "four winds" outstanding issuesThe central and provincial requirements, the county leadership and leading cadres of key performance concept is not correct, do not dare to play, to engage in "image project", "political project", a leadership guide, a set of ideas, orders and prohibitions, and a policy, there are countermeasures county. The units directly under the heavy focus on solving Yung lazy drag, buck passing skin, work is not implemented, the service is not active. The dynamic problem of law enforcement and supervision departments and window units, service industry mainly solve the door hard, ugly face, something difficult, and arbitrary charges, fines, levies, and breach of privilege, chinakayao, not the problem of law. The township, street The collar of leading bodies and leading cadres to solve key does nottheir own conditions to develop the correct road, the maximum to avoid investment risk, gain profit.(three) vigorously promote the brand. To establish brand awareness, awareness of the use of brand, brand value, brand acquisition performance, enhance the competitive strength. Concentrated manpower, careful planning, packaging and publicity of a number of unique, market influence and coverage of the brand, the implementation of key breakthroughs, to enhance the competitive strength, walking business road the competition of alienation and characteristics, the pursuit of stability and development of the market.(four) to promote the integration of resources. To further broaden their horizons, effective integration of resources within the group, the city resources, other industries and regional resources, mutual trust, mutual benefit, seeking win-win principle, in the framework of national policies and regulations, strict inspection and argumentation, legal consultation, examination and approval procedures, strict regulation of economic activities, attract injection the social investment to the industry group, to achieve leveraging the development, ensure that the value of state-owned assets.(five) to strengthen the construction management personnel. Strengthen the management of education and training of cadres and workers of the existing business, firmly establish the concept of the market, enhance the sense of crisis to adapt to market competition, the sense of urgency, improve the ability to respond to market competition, improve management and operation of the market. At the same time, according to the need of industrial development, vigorously the introduction of high-quality management management personnel, and strive to build a high-quality professional management team, hard work, and promote the entire workforce knowledge structure, age structure, structure optimization and upgrading ability, enhance core competitiveness, adapt to the need of market competition.(six) seriously study the policy for policy. Serious research about social support the development of cultural undertakings in the country and the XX policy, especially the policy of industrial development, financial investment policy, financial policy and tax policy, and actively seek policy, projects and funds, enterprise and industry group mission to promote leapfrog development. (五)财政部规定的其他扣除项目。 上述政策一九九四年一月一日起施行】 若以该土地使用权进行房地产开发，在土地增值税和企业所得税缴纳上，均应按照该土地使用权的帐面价值作为扣除项进行扣除，必然会大量增加土地增值税和企业所得税的缴纳。因此，需要设计出一套合理的税收筹划方案，加大土地使用权的入帐价值，使土地使用权的现值(即评估价值)作为扣除项目，以减轻土地增值税和企业所得税的缴纳。 二、案例解析。 (一)筹划思路与方法 1、思路的设计: 该公司的节税关键在于提高作为扣除项的土地使用权成本，把该块土地使用权成本扣除项目从帐面价值改为评估现值。这样操作增大了土地增值税和企业所得税的扣除项目，从而减轻了税负。 2、组织结构的设计与操作: 现在房地产公司对一个项目的开发都会成立一个项目开发公司，作为该房地产公司的子公司对某一楼盘进行开发。为了增加土地使用权的扣除金额，可以通过总公司以土地使用权这一无形资产对子公司进行投资，把土地使用权从总公司划拨到子公司。在这种情况下的划拨土地使用权，是土地使用权的投资入股，可以免征土地增值税及营业税。 【政策依据:根据财税[1995]48号，财政部《关于土地增值税一些具体问题规定的通知》的规定:“对于以房地产进行投资、联营的，投资、联营的一方以土地(房地产)作价入股进行投资或作为联营条件，将房地产转让到所投资、联营的企业中时，暂免征收土地增值税。” 】 【政策依据:根据财税[2002]191号《关于股权转让有关营业税问题的通知》的规定:以无形资产、不动产投资入股，参与接受投资方利润分配，共同承担投资风险的行为，不征收营业税。以无形资产、不动产投资入股，参与接受投资方利润分配，共同承担投资风险的行为，不征收营业税。2003年1月1日起实施】 但是分立出一个企业，房地产公司以无形资产分立出一个项目开发公司，被分立企业的资产作为财产转让所得应依法缴纳企业所得税。 【政策依据:根据国税发[2000]119号《关于企业合并、分立业务有关所得税问题的通知》的规定:“被分立企业应视为按公允价值转让其被分离出去的部分或全部资产，计算被分立资产的财产转让所得，依法缴纳所得税。分立企业接受被分立企业的资产，在计税时可按经评估确认的价值确定成本。”】 根据以上分析，对于土地使用权的转移，有以下两种不同的方案: 方案一:公司无独立子公司的情况，总公司以该笔土地使用权和部分货币资金分立成立项目开发公司。总公司以该笔土地使用权和部分货币资金分立成立项目开发公司。从总公司Opinions and suggestions on the party's mass line educational practiceAccording to the central and provincial, municipal unified deployment, according to municipal Party committee "about carrying out the party's mass line educational practice activity in the city's implementation opinions, the spirit of the party's mass line educational practice activities from 20** in January to 99 months, carried out at all levels of departments and directly affiliated institutions and grass-roots party organizations. According to my actual County, the county to carry out the education practice put forward the following implementation opinions.First, the overall requirementsCounty county education practice to the eighteen Party of eight, the spirit of the the third Plenary Session of the 18th CPC Central Committee as the guidance, conscientiously implement the spirit of general secretary Xi Jinping book series of important speech, earnestly implement the Central Committee really, opinions and advice > < < >, < party implementing the guiding ideology of opinions to determine the objectives and requirements, step method, in accordance with the "" look in the mirror, dress up, wash bath, cure treatment, the general requirements of "for the people pragmatic honest people as the theme, in carrying forward the spirit of Zhuanglang Zhuang, improve their work style, service to the masses of the people, the foundation of consolidating grassroots, promote transformation across efforts, to further implement the central eight regulations and < The opposition party and government austerity waste regulations "," double section "provincial regulations, municipal provisions of the" twelve "plan and the implementation measures for < on improving the work style of close ties with the masses law, highlight style building, carry out the whole wind spirit, resolutely oppose formalism, bureaucracy, hedonism and wasteful extravagance to solve the problems, Party members and cadres of the style and the masses of people strong, the Ministry of Party members and cadres to further improve their thinking and understanding, to further change the style of the wind, the masses to close, honest and pragmatic people honest image to further establish the foundation to further reinforce the basic level. Style of the building of the new results to promote the construction of a powerful force of the county and the ecological culture of the county and county construction.In educational practice activities of the unit is mainly: the county and below county departments under the organs, enterprises and institutions directly under the township, street, and community, village, non-public economic organizations, social organizations and other grass-roots organizations. Agencies and branches, each single unit, follow the rules on internal institutions. Educational practice with step by step.To adhere to the county leadership, leadership and leading cadres to focus on outstanding catch to directly contact the service of the masses of law supervision departments and window units, service industry, educational practice, pay attention to grasp the heavy towns, streets and villages, community education activities and the masses of grassroots groups in close contact to strengthen, and the majority of Party members, cadres and the mass line line Marx doctrine view of the masses and the party's education.Always speak seriously as a basic attitude, adhere to positive education, to carry out criticism and self criticism group, adhere to the pragmatic, more emphasis on leadership, pay more attention to the layers of the demonstration, more focus on the four winds, solve the problem, pay more attention to open the door, the participation of the masses, pay more attention to the classification guidance. Orderly, pay more attention to the cooperation and cohesion driven, more strict requirements on injection, really supervision practice, ensure education practice is not empty is not empty is not partial, not as a mere formality.Two, the key point of the taskThe main task of the county's education practice is to seize against "four wind" this focus on centralized solve outstanding problems asked County, township leadership and leading cadres of the four winds, the disadvantages of the style, scale behavior to a large scale investigation, overhaul, cleaning greatly. At the same time, respond to the concerns of the masses, safeguard the interests of the masses, pay attention to solve practical problems, solve the people around the unwholesome tendencies especially on eat, take the card, Yong lazy luxury, extravagance and waste fees, privileges and other issues, timely and effective, without any discount to solve, to improve the style of real implementation of the requirements of real to the grassroots, real let group Benefit the public.(a) focus on solving the "four winds" outstanding issuesThe central and provincial requirements, the county leadership and leading cadres of key performance concept is not correct, do not dare to play, to engage in "image project", "political project", a leadership guide, a set of ideas, orders and prohibitions, and a policy, there are countermeasures county. The units directly under the heavy focus on solving Yung lazy drag, buck passing skin, work is not implemented, the service is not active. The dynamic problem of law enforcement and supervision departments and window units, service industry mainly solve the door hard, ugly face, something difficult, and arbitrary charges, fines, levies, and breach of privilege, chinakayao, not the problem of law. The township, street The collar of leading bodies and leading cadres to solve key does nottheir own conditions to develop the correct road, the maximum to avoid investment risk, gain profit.(three) vigorously promote the brand. To establish brand awareness, awareness of the use of brand, brand value, brand acquisition performance, enhance the competitive strength. Concentrated manpower, careful planning, packaging and publicity of a number of unique, market influence and coverage of the brand, the implementation of key breakthroughs, to enhance the competitive strength, walking business road the competition of alienation and characteristics, the pursuit of stability and development of the market.(four) to promote the integration of resources. To further broaden their horizons, effective integration of resources within the group, the city resources, other industries and regional resources, mutual trust, mutual benefit, seeking win-win principle, in the framework of national policies and regulations, strict inspection and argumentation, legal consultation, examination and approval procedures, strict regulation of economic activities, attract injection the social investment to the industry group, to achieve leveraging the development, ensure that the value of state-owned assets.(five) to strengthen the construction management personnel. Strengthen the management of education and training of cadres and workers of the existing business, firmly establish the concept of the market, enhance the sense of crisis to adapt to market competition, the sense of urgency, improve the ability to respond to market competition, improve management and operation of the market. At the same time, according to the need of industrial development, vigorously the introduction of high-quality management management personnel, and strive to build a high-quality professional management team, hard work, and promote the entire workforce knowledge structure, age structure, structure optimization and upgrading ability, enhance core competitiveness, adapt to the need of market competition.(six) seriously study the policy for policy. Serious research about social support the development of cultural undertakings in the country and the XX policy, especially the policy of industrial development, financial investment policy, financial policy and tax policy, and actively seek policy, projects and funds, enterprise and industry group mission to promote leapfrog development. 剥离出的无形资产按照视同销售进行业务处理后，分立企业可以对该无形资产按评估价值入帐，这样就提高的该笔土地使用权的入帐价值。 方案二:在该公司已有子公司的情况下，公司将该笔土地使用权投资于子公司，增加所占股份。总公司以无形资产投资入股也相当于对无形资产的视同销售，子公司也应按照评估价值入帐。公司将该笔土地使用权投资于子公司，增加所占股份。总公司以无形资产投资入股相当于对无形资产的视同销售，子公司也应按照评估价值入帐。从而减小公司应纳的土地增值税和企业所得税。 方案一和方案二基本的操作步骤趋同，且步骤较为简单，主要涉及一个土地使用权的划拨。方案一必须要先成立一个独立的项目公司。然后都通过无形资产入股，成为子公司资产，并签定《无形资产投资》 协议 离婚协议模板下载合伙人协议 下载渠道分销协议免费下载敬业协议下载授课协议下载 。 通过上述操作，完成了土地使用权的转移，使得在计算土地增值税和企业所得税时，土地使用权按照评估价值作为扣减项。 (二)筹划实例 筹划以前，房地产公司A拥有一土地使用权，其帐面价值50万元，远远低于评估价值500万元。若以该土地使用权进行房地产开发，由于土地成本过低，增值额大，出售时在土地增值税和企业所得税上会承担较重的税负。其税收缴纳情况预计如下——开发成本200万元，开发费用300万元，该房地产市值1500万元，适用的土地增值税平均税率为40%，A公司适用的企业所得税为33%。 Opinions and suggestions on the party's mass line educational practiceAccording to the central and provincial, municipal unified deployment, according to municipal Party committee "about carrying out the party's mass line educational practice activity in the city's implementation opinions, the spirit of the party's mass line educational practice activities from 20** in January to 99 months, carried out at all levels of departments and directly affiliated institutions and grass-roots party organizations. According to my actual County, the county to carry out the education practice put forward the following implementation opinions.First, the overall requirementsCounty county education practice to the eighteen Party of eight, the spirit of the the third Plenary Session of the 18th CPC Central Committee as the guidance, conscientiously implement the spirit of general secretary Xi Jinping book series of important speech, earnestly implement the Central Committee really, opinions and advice > < < >, < party implementing the guiding ideology of opinions to determine the objectives and requirements, step method, in accordance with the "" look in the mirror, dress up, wash bath, cure treatment, the general requirements of "for the people pragmatic honest people as the theme, in carrying forward the spirit of Zhuanglang Zhuang, improve their work style, service to the masses of the people, the foundation of consolidating grassroots, promote transformation across efforts, to further implement the central eight regulations and < The opposition party and government austerity waste regulations "," double section "provincial regulations, municipal provisions of the" twelve "plan and the implementation measures for < on improving the work style of close ties with the masses law, highlight style building, carry out the whole wind spirit, resolutely oppose formalism, bureaucracy, hedonism and wasteful extravagance to solve the problems, Party members and cadres of the style and the masses of people strong, the Ministry of Party members and cadres to further improve their thinking and understanding, to further change the style of the wind, the masses to close, honest and pragmatic people honest image to further establish the foundation to further reinforce the basic level. Style of the building of the new results to promote the construction of a powerful force of the county and the ecological culture of the county and county construction.In educational practice activities of the unit is mainly: the county and below county departments under the organs, enterprises and institutions directly under the township, street, and community, village, non-public economic organizations, social organizations and other grass-roots organizations. Agencies and branches, each single unit, follow the rules on internal institutions. Educational practice with step by step.To adhere to the county leadership, leadership and leading cadres to focus on outstanding catch to directly contact the service of the masses of law supervision departments and window units, service industry, educational practice, pay attention to grasp the heavy towns, streets and villages, community education activities and the masses of grassroots groups in close contact to strengthen, and the majority of Party members, cadres and the mass line line Marx doctrine view of the masses and the party's education.Always speak seriously as a basic attitude, adhere to positive education, to carry out criticism and self criticism group, adhere to the pragmatic, more emphasis on leadership, pay more attention to the layers of the demonstration, more focus on the four winds, solve the problem, pay more attention to open the door, the participation of the masses, pay more attention to the classification guidance. Orderly, pay more attention to the cooperation and cohesion driven, more strict requirements on injection, really supervision practice, ensure education practice is not empty is not empty is not partial, not as a mere formality.Two, the key point of the taskThe main task of the county's education practice is to seize against "four wind" this focus on centralized solve outstanding problems asked County, township leadership and leading cadres of the four winds, the disadvantages of the style, scale behavior to a large scale investigation, overhaul, cleaning greatly. At the same time, respond to the concerns of the masses, safeguard the interests of the masses, pay attention to solve practical problems, solve the people around the unwholesome tendencies especially on eat, take the card, Yong lazy luxury, extravagance and waste fees, privileges and other issues, timely and effective, without any discount to solve, to improve the style of real implementation of the requirements of real to the grassroots, real let group Benefit the public.(a) focus on solving the "four winds" outstanding issuesThe central and provincial requirements, the county leadership and leading cadres of key performance concept is not correct, do not dare to play, to engage in "image project", "political project", a leadership guide, a set of ideas, orders and prohibitions, and a policy, there are countermeasures county. The units directly under the heavy focus on solving Yung lazy drag, buck passing skin, work is not implemented, the service is not active. The dynamic problem of law enforcement and supervision departments and window units, service industry mainly solve the door hard, ugly face, something difficult, and arbitrary charges, fines, levies, and breach of privilege, chinakayao, not the problem of law. The township, street The collar of leading bodies and leading cadres to solve key does nottheir own conditions to develop the correct road, the maximum to avoid investment risk, gain profit.(three) vigorously promote the brand. To establish brand awareness, awareness of the use of brand, brand value, brand acquisition performance, enhance the competitive strength. Concentrated manpower, careful planning, packaging and publicity of a number of unique, market influence and coverage of the brand, the implementation of key breakthroughs, to enhance the competitive strength, walking business road the competition of alienation and characteristics, the pursuit of stability and development of the market.(four) to promote the integration of resources. To further broaden their horizons, effective integration of resources within the group, the city resources, other industries and regional resources, mutual trust, mutual benefit, seeking win-win principle, in the framework of national policies and regulations, strict inspection and argumentation, legal consultation, examination and approval procedures, strict regulation of economic activities, attract injection the social investment to the industry group, to achieve leveraging the development, ensure that the value of state-owned assets.(five) to strengthen the construction management personnel. Strengthen the management of education and training of cadres and workers of the existing business, firmly establish the concept of the market, enhance the sense of crisis to adapt to market competition, the sense of urgency, improve the ability to respond to market competition, improve management and operation of the market. At the same time, according to the need of industrial development, vigorously the introduction of high-quality management management personnel, and strive to build a high-quality professional management team, hard work, and promote the entire workforce knowledge structure, age structure, structure optimization and upgrading ability, enhance core competitiveness, adapt to the need of market competition.(six) seriously study the policy for policy. Serious research about social support the development of cultural undertakings in the country and the XX policy, especially the policy of industrial development, financial investment policy, financial policy and tax policy, and actively seek policy, projects and funds, enterprise and industry group mission to promote leapfrog development. A公司应缴纳的营业税为 1500×5%=75万元 A公司应缴纳的城建税和教育费附加 75×(7%+3%)=7.5万元 土地增值税 ,1500,50,200,300,(50，200)×20%,75-7.5,×40%=327万元 企业所得税 (1500,50,200,300,75-7.5,327)×33%=178.37万元 税金合计 75，7.5+327，178.37=587.87万元 1、方案一: A公司以该笔土地使用权和部分货币资金分立成立B公司。分立后，该土地使用权在B公司以500万元入帐。分立时，A公司应缴纳企业所得税。B企业利用该笔土地使用权进行房地产开发并出售，开发成本仍为200万元，开发费用300万元，该房地产市值1500万元，适用的土地增值税平均税率为40%，企业所得税为33% A公司应缴纳的企业所得税为 (500,50)×33%=148.5万元。 B公司应缴纳的营业税 1500×5%=75万元 B公司应缴纳的城建税和教育费附加 75×(7%+3%)=7.5万元 B公司应缴纳的土地增值税 ,1500,500,200,300,(500，200)×20%,75-7.5,×40%=111万元 500,200,300,75,7.5,111)×33%=101.15万元 B公司应缴纳企业所得税(1500, 税金合计 148.5，75+7.5，111，101.15=443.15万元 2、方案二: 若A公司有子公司B，可以股权投资的方式将该土地使用权投资到B公司。投资时计算应缴纳的企业所得税:(500,50)×33%=148.5万元。该土地使用权在B公司以500万元入帐。B企业利用该笔土地使用权进行房地产开发并出售，开发成本仍为200万元，开发费用300万元，该房地产市值1500万元，适用的土地增值税平均税率为40%，企业所得税为33% 该方案所涉及的税金完全与方案一相同。(略) 由下图可以清楚地看到节税带来的收益。 Opinions and suggestions on the party's mass line educational practiceAccording to the central and provincial, municipal unified deployment, according to municipal Party committee "about carrying out the party's mass line educational practice activity in the city's implementation opinions, the spirit of the party's mass line educational practice activities from 20** in January to 99 months, carried out at all levels of departments and directly affiliated institutions and grass-roots party organizations. According to my actual County, the county to carry out the education practice put forward the following implementation opinions.First, the overall requirementsCounty county education practice to the eighteen Party of eight, the spirit of the the third Plenary Session of the 18th CPC Central Committee as the guidance, conscientiously implement the spirit of general secretary Xi Jinping book series of important speech, earnestly implement the Central Committee really, opinions and advice > < < >, < party implementing the guiding ideology of opinions to determine the objectives and requirements, step method, in accordance with the "" look in the mirror, dress up, wash bath, cure treatment, the general requirements of "for the people pragmatic honest people as the theme, in carrying forward the spirit of Zhuanglang Zhuang, improve their work style, service to the masses of the people, the foundation of consolidating grassroots, promote transformation across efforts, to further implement the central eight regulations and < The opposition party and government austerity waste regulations "," double section "provincial regulations, municipal provisions of the" twelve "plan and the implementation measures for < on improving the work style of close ties with the masses law, highlight style building, carry out the whole wind spirit, resolutely oppose formalism, bureaucracy, hedonism and wasteful extravagance to solve the problems, Party members and cadres of the style and the masses of people strong, the Ministry of Party members and cadres to further improve their thinking and understanding, to further change the style of the wind, the masses to close, honest and pragmatic people honest image to further establish the foundation to further reinforce the basic level. Style of the building of the new results to promote the construction of a powerful force of the county and the ecological culture of the county and county construction.In educational practice activities of the unit is mainly: the county and below county departments under the organs, enterprises and institutions directly under the township, street, and community, village, non-public economic organizations, social organizations and other grass-roots organizations. Agencies and branches, each single unit, follow the rules on internal institutions. Educational practice with step by step.To adhere to the county leadership, leadership and leading cadres to focus on outstanding catch to directly contact the service of the masses of law supervision departments and window units, service industry, educational practice, pay attention to grasp the heavy towns, streets and villages, community education activities and the masses of grassroots groups in close contact to strengthen, and the majority of Party members, cadres and the mass line line Marx doctrine view of the masses and the party's education.Always speak seriously as a basic attitude, adhere to positive education, to carry out criticism and self criticism group, adhere to the pragmatic, more emphasis on leadership, pay more attention to the layers of the demonstration, more focus on the four winds, solve the problem, pay more attention to open the door, the participation of the masses, pay more attention to the classification guidance. Orderly, pay more attention to the cooperation and cohesion driven, more strict requirements on injection, really supervision practice, ensure education practice is not empty is not empty is not partial, not as a mere formality.Two, the key point of the taskThe main task of the county's education practice is to seize against "four wind" this focus on centralized solve outstanding problems asked County, township leadership and leading cadres of the four winds, the disadvantages of the style, scale behavior to a large scale investigation, overhaul, cleaning greatly. At the same time, respond to the concerns of the masses, safeguard the interests of the masses, pay attention to solve practical problems, solve the people around the unwholesome tendencies especially on eat, take the card, Yong lazy luxury, extravagance and waste fees, privileges and other issues, timely and effective, without any discount to solve, to improve the style of real implementation of the requirements of real to the grassroots, real let group Benefit the public.(a) focus on solving the "four winds" outstanding issuesThe central and provincial requirements, the county leadership and leading cadres of key performance concept is not correct, do not dare to play, to engage in "image project", "political project", a leadership guide, a set of ideas, orders and prohibitions, and a policy, there are countermeasures county. The units directly under the heavy focus on solving Yung lazy drag, buck passing skin, work is not implemented, the service is not active. The dynamic problem of law enforcement and supervision departments and window units, service industry mainly solve the door hard, ugly face, something difficult, and arbitrary charges, fines, levies, and breach of privilege, chinakayao, not the problem of law. The township, street The collar of leading bodies and leading cadres to solve key does nottheir own conditions to develop the correct road, the maximum to avoid investment risk, gain profit.(three) vigorously promote the brand. To establish brand awareness, awareness of the use of brand, brand value, brand acquisition performance, enhance the competitive strength. Concentrated manpower, careful planning, packaging and publicity of a number of unique, market influence and coverage of the brand, the implementation of key breakthroughs, to enhance the competitive strength, walking business road the competition of alienation and characteristics, the pursuit of stability and development of the market.(four) to promote the integration of resources. To further broaden their horizons, effective integration of resources within the group, the city resources, other industries and regional resources, mutual trust, mutual benefit, seeking win-win principle, in the framework of national policies and regulations, strict inspection and argumentation, legal consultation, examination and approval procedures, strict regulation of economic activities, attract injection the social investment to the industry group, to achieve leveraging the development, ensure that the value of state-owned assets.(five) to strengthen the construction management personnel. Strengthen the management of education and training of cadres and workers of the existing business, firmly establish the concept of the market, enhance the sense of crisis to adapt to market competition, the sense of urgency, improve the ability to respond to market competition, improve management and operation of the market. At the same time, according to the need of industrial development, vigorously the introduction of high-quality management management personnel, and strive to build a high-quality professional management team, hard work, and promote the entire workforce knowledge structure, age structure, structure optimization and upgrading ability, enhance core competitiveness, adapt to the need of market competition.(six) seriously study the policy for policy. Serious research about social support the development of cultural undertakings in the country and the XX policy, especially the policy of industrial development, financial investment policy, financial policy and tax policy, and actively seek policy, projects and funds, enterprise and industry group mission to promote leapfrog development. 700700 600600 500500营业税营业税400土地增值税400土地增值税 企业所得税300企业所得税300税金合计税金合计200200 100100 00 筹划前方案一方案二筹划前方案一方案二 图二 (三)筹划难点 方案一:该方案要求新成立一个项目公司，成立一个新的子公司必然涉及公司资金的划拨，人员的调动，办公地点的设置，这些都是是成立项目公司应该考虑的因素。土地进行评估的费用和时间，新设公司带来的管理成本，这些都会增大公司的成本。若以上各项成本之和小于该方案的收益(即节税额)，则该方案是可行的，否则，就不可行。当然，该方案也可能带来其他操作上的便利，比如利润在两个公司之间的转移等，这要视具体情况而定。 方案二:该方案要求公司原来设有子公司的情况下，方可实行。如果公司只拥有子公司较少的股权，在进行土地使用权的转让时，还会涉及与第三方协商利益的划分。 (四)案例点评 方案一的设计是公司战略问题，它不仅单单会对税收产生影响，而且会对公司结构，及公司的发展产生影响。子公司的设立存在很多不确定的因素，很多不确定的成本，节税所产生的收益是否会大于子公司设立所产生的成本，只有随公司成立并运行才能具体确定。税收筹划是事前的 计划 项目进度计划表范例计划下载计划下载计划下载课程教学计划下载 ，而筹划执行是一个动态的变化过程。俗话说:“计划没有变化快”，一个方案设计出来后，在执行过程中要遇到哪些不确定因素和附加成本，都是难以预料的，这正是现在税收筹划所面临的具体问题。 2006年出台了新的《公司法》，降低了公司设立的 标准 excel标准偏差excel标准偏差函数exl标准差函数国标检验抽样标准表免费下载红头文件格式标准下载 ，也有利于该税收筹划方案的施行。原来的公司法规定:“有限责任公司的注册资本最低限额:以生产经营为主和以商品批发为主的公司为人民币,,万元，以商业零售为主的公司为人民币,,万元，科技开发、咨询、服务性公司为人民币,,万元，并要求一次缴清。”《新公司法》对这一内容做了相应的修改:“一是取消了按照公司经营内容区分最低注册资本额的规定;二是允许公司按照规定的比例在,年内分期缴清出资，其中，投资公司可在,年内缴足;三是将有限责任公司的最Opinions and suggestions on the party's mass line educational practiceAccording to the central and provincial, municipal unified deployment, according to municipal Party committee "about carrying out the party's mass line educational practice activity in the city's implementation opinions, the spirit of the party's mass line educational practice activities from 20** in January to 99 months, carried out at all levels of departments and directly affiliated institutions and grass-roots party organizations. According to my actual County, the county to carry out the education practice put forward the following implementation opinions.First, the overall requirementsCounty county education practice to the eighteen Party of eight, the spirit of the the third Plenary Session of the 18th CPC Central Committee as the guidance, conscientiously implement the spirit of general secretary Xi Jinping book series of important speech, earnestly implement the Central Committee really, opinions and advice > < < >, < party implementing the guiding ideology of opinions to determine the objectives and requirements, step method, in accordance with the "" look in the mirror, dress up, wash bath, cure treatment, the general requirements of "for the people pragmatic honest people as the theme, in carrying forward the spirit of Zhuanglang Zhuang, improve their work style, service to the masses of the people, the foundation of consolidating grassroots, promote transformation across efforts, to further implement the central eight regulations and < The opposition party and government austerity waste regulations "," double section "provincial regulations, municipal provisions of the" twelve "plan and the implementation measures for < on improving the work style of close ties with the masses law, highlight style building, carry out the whole wind spirit, resolutely oppose formalism, bureaucracy, hedonism and wasteful extravagance to solve the problems, Party members and cadres of the style and the masses of people strong, the Ministry of Party members and cadres to further improve their thinking and understanding, to further change the style of the wind, the masses to close, honest and pragmatic people honest image to further establish the foundation to further reinforce the basic level. Style of the building of the new results to promote the construction of a powerful force of the county and the ecological culture of the county and county construction.In educational practice activities of the unit is mainly: the county and below county departments under the organs, enterprises and institutions directly under the township, street, and community, village, non-public economic organizations, social organizations and other grass-roots organizations. Agencies and branches, each single unit, follow the rules on internal institutions. Educational practice with step by step.To adhere to the county leadership, leadership and leading cadres to focus on outstanding catch to directly contact the service of the masses of law supervision departments and window units, service industry, educational practice, pay attention to grasp the heavy towns, streets and villages, community education activities and the masses of grassroots groups in close contact to strengthen, and the majority of Party members, cadres and the mass line line Marx doctrine view of the masses and the party's education.Always speak seriously as a basic attitude, adhere to positive education, to carry out criticism and self criticism group, adhere to the pragmatic, more emphasis on leadership, pay more attention to the layers of the demonstration, more focus on the four winds, solve the problem, pay more attention to open the door, the participation of the masses, pay more attention to the classification guidance. Orderly, pay more attention to the cooperation and cohesion driven, more strict requirements on injection, really supervision practice, ensure education practice is not empty is not empty is not partial, not as a mere formality.Two, the key point of the taskThe main task of the county's education practice is to seize against "four wind" this focus on centralized solve outstanding problems asked County, township leadership and leading cadres of the four winds, the disadvantages of the style, scale behavior to a large scale investigation, overhaul, cleaning greatly. At the same time, respond to the concerns of the masses, safeguard the interests of the masses, pay attention to solve practical problems, solve the people around the unwholesome tendencies especially on eat, take the card, Yong lazy luxury, extravagance and waste fees, privileges and other issues, timely and effective, without any discount to solve, to improve the style of real implementation of the requirements of real to the grassroots, real let group Benefit the public.(a) focus on solving the "four winds" outstanding issuesThe central and provincial requirements, the county leadership and leading cadres of key performance concept is not correct, do not dare to play, to engage in "image project", "political project", a leadership guide, a set of ideas, orders and prohibitions, and a policy, there are countermeasures county. The units directly under the heavy focus on solving Yung lazy drag, buck passing skin, work is not implemented, the service is not active. The dynamic problem of law enforcement and supervision departments and window units, service industry mainly solve the door hard, ugly face, something difficult, and arbitrary charges, fines, levies, and breach of privilege, chinakayao, not the problem of law. The township, street The collar of leading bodies and leading cadres to solve key does nottheir own conditions to develop the correct road, the maximum to avoid investment risk, gain profit.(three) vigorously promote the brand. To establish brand awareness, awareness of the use of brand, brand value, brand acquisition performance, enhance the competitive strength. Concentrated manpower, careful planning, packaging and publicity of a number of unique, market influence and coverage of the brand, the implementation of key breakthroughs, to enhance the competitive strength, walking business road the competition of alienation and characteristics, the pursuit of stability and development of the market.(four) to promote the integration of resources. To further broaden their horizons, effective integration of resources within the group, the city resources, other industries and regional resources, mutual trust, mutual benefit, seeking win-win principle, in the framework of national policies and regulations, strict inspection and argumentation, legal consultation, examination and approval procedures, strict regulation of economic activities, attract injection the social investment to the industry group, to achieve leveraging the development, ensure that the value of state-owned assets.(five) to strengthen the construction management personnel. Strengthen the management of education and training of cadres and workers of the existing business, firmly establish the concept of the market, enhance the sense of crisis to adapt to market competition, the sense of urgency, improve the ability to respond to market competition, improve management and operation of the market. At the same time, according to the need of industrial development, vigorously the introduction of high-quality management management personnel, and strive to build a high-quality professional management team, hard work, and promote the entire workforce knowledge structure, age structure, structure optimization and upgrading ability, enhance core competitiveness, adapt to the need of market competition.(six) seriously study the policy for policy. Serious research about social support the development of cultural undertakings in the country and the XX policy, especially the policy of industrial development, financial investment policy, financial policy and tax policy, and actively seek policy, projects and funds, enterprise and industry group mission to promote leapfrog development. 低注册资本额降至人民币,万元。” 方案二的设计基本同方案一，是假设该房地产公司拥有下属开发子公司为前提下做出的。该方案与方案一的实质是相同的——都是通过企业(集团)内部资产及资本机构的调整来提高土地使用权的入帐价值。但由于此方案借助现存的企业，其成本较低。同时，由于项目公司仍然受总公司的控制，使得土地使用权的控制权实际上仍然掌握总公司手中。除了考虑到土地使用权本身外，还有一个优点——在这种企业权利结构下，一般不会出现因股权转让而补交营业税的问题。 三、案例延伸思考 目前房地产企业的整体税收负担偏重。在税制的设计上，土地增值税和企业所得税存在严重的重复征税的问题，由于土地的增值也是房产的增值，使得两种税基本上都是对同一税源征税。 如果该块土地所有权的评估价值与帐面价值存在着巨大的差异，且公司管理层又不愿意设立分公司。可以将土地所有权以评估价值投资于关联企业，关联企业再将其赠送给房地产企业。因此房地产企业的土地所有权就可以以评估价值入帐。但此方案关联方要承受一定的营业税税负。如果关联方为低税地企业，该方案便可顺利进行。 Opinions and suggestions on the party's mass line educational practiceAccording to the central and provincial, municipal unified deployment, according to municipal Party committee "about carrying out the party's mass line educational practice activity in the city's implementation opinions, the spirit of the party's mass line educational practice activities from 20** in January to 99 months, carried out at all levels of departments and directly affiliated institutions and grass-roots party organizations. According to my actual County, the county to carry out the education practice put forward the following implementation opinions.First, the overall requirementsCounty county education practice to the eighteen Party of eight, the spirit of the the third Plenary Session of the 18th CPC Central Committee as the guidance, conscientiously implement the spirit of general secretary Xi Jinping book series of important speech, earnestly implement the Central Committee really, opinions and advice > < < >, < party implementing the guiding ideology of opinions to determine the objectives and requirements, step method, in accordance with the "" look in the mirror, dress up, wash bath, cure treatment, the general requirements of "for the people pragmatic honest people as the theme, in carrying forward the spirit of Zhuanglang Zhuang, improve their work style, service to the masses of the people, the foundation of consolidating grassroots, promote transformation across efforts, to further implement the central eight regulations and < The opposition party and government austerity waste regulations "," double section "provincial regulations, municipal provisions of the" twelve "plan and the implementation measures for < on improving the work style of close ties with the masses law, highlight style building, carry out the whole wind spirit, resolutely oppose formalism, bureaucracy, hedonism and wasteful extravagance to solve the problems, Party members and cadres of the style and the masses of people strong, the Ministry of Party members and cadres to further improve their thinking and understanding, to further change the style of the wind, the masses to close, honest and pragmatic people honest image to further establish the foundation to further reinforce the basic level. Style of the building of the new results to promote the construction of a powerful force of the county and the ecological culture of the county and county construction.In educational practice activities of the unit is mainly: the county and below county departments under the organs, enterprises and institutions directly under the township, street, and community, village, non-public economic organizations, social organizations and other grass-roots organizations. Agencies and branches, each single unit, follow the rules on internal institutions. Educational practice with step by step.To adhere to the county leadership, leadership and leading cadres to focus on outstanding catch to directly contact the service of the masses of law supervision departments and window units, service industry, educational practice, pay attention to grasp the heavy towns, streets and villages, community education activities and the masses of grassroots groups in close contact to strengthen, and the majority of Party members, cadres and the mass line line Marx doctrine view of the masses and the party's education.Always speak seriously as a basic attitude, adhere to positive education, to carry out criticism and self criticism group, adhere to the pragmatic, more emphasis on leadership, pay more attention to the layers of the demonstration, more focus on the four winds, solve the problem, pay more attention to open the door, the participation of the masses, pay more attention to the classification guidance. Orderly, pay more attention to the cooperation and cohesion driven, more strict requirements on injection, really supervision practice, ensure education practice is not empty is not empty is not partial, not as a mere formality.Two, the key point of the taskThe main task of the county's education practice is to seize against "four wind" this focus on centralized solve outstanding problems asked County, township leadership and leading cadres of the four winds, the disadvantages of the style, scale behavior to a large scale investigation, overhaul, cleaning greatly. At the same time, respond to the concerns of the masses, safeguard the interests of the masses, pay attention to solve practical problems, solve the people around the unwholesome tendencies especially on eat, take the card, Yong lazy luxury, extravagance and waste fees, privileges and other issues, timely and effective, without any discount to solve, to improve the style of real implementation of the requirements of real to the grassroots, real let group Benefit the public.(a) focus on solving the "four winds" outstanding issuesThe central and provincial requirements, the county leadership and leading cadres of key performance concept is not correct, do not dare to play, to engage in "image project", "political project", a leadership guide, a set of ideas, orders and prohibitions, and a policy, there are countermeasures county. The units directly under the heavy focus on solving Yung lazy drag, buck passing skin, work is not implemented, the service is not active. The dynamic problem of law enforcement and supervision departments and window units, service industry mainly solve the door hard, ugly face, something difficult, and arbitrary charges, fines, levies, and breach of privilege, chinakayao, not the problem of law. The township, street The collar of leading bodies and leading cadres to solve key does nottheir own conditions to develop the correct road, the maximum to avoid investment risk, gain profit.(three) vigorously promote the brand. To establish brand awareness, awareness of the use of brand, brand value, brand acquisition performance, enhance the competitive strength. Concentrated manpower, careful planning, packaging and publicity of a number of unique, market influence and coverage of the brand, the implementation of key breakthroughs, to enhance the competitive strength, walking business road the competition of alienation and characteristics, the pursuit of stability and development of the market.(four) to promote the integration of resources. To further broaden their horizons, effective integration of resources within the group, the city resources, other industries and regional resources, mutual trust, mutual benefit, seeking win-win principle, in the framework of national policies and regulations, strict inspection and argumentation, legal consultation, examination and approval procedures, strict regulation of economic activities, attract injection the social investment to the industry group, to achieve leveraging the development, ensure that the value of state-owned assets.(five) to strengthen the construction management personnel. Strengthen the management of education and training of cadres and workers of the existing business, firmly establish the concept of the market, enhance the sense of crisis to adapt to market competition, the sense of urgency, improve the ability to respond to market competition, improve management and operation of the market. At the same time, according to the need of industrial development, vigorously the introduction of high-quality management management personnel, and strive to build a high-quality professional management team, hard work, and promote the entire workforce knowledge structure, age structure, structure optimization and upgrading ability, enhance core competitiveness, adapt to the need of market competition.(six) seriously study the policy for policy. Serious research about social support the development of cultural undertakings in the country and the XX policy, especially the policy of industrial development, financial investment policy, financial policy and tax policy, and actively seek policy, projects and funds, enterprise and industry group mission to promote leapfrog development.