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非同一控制下的吸收合并实质上是购买方通过向非同一控制的被购买方的股东支付合并对价,从被购买方的股东手中取得被购买方的全部净资产。由于被购买方和被购买方的股东在非同一控制下吸收合并中的财税处理与同一控制下吸收合并中的财税处理基本相同,因此本文着重介绍购买方在非同一控制下吸收合并中的财税处理。
Absorption consolidation not under common control is essentially the acquisition of the entire net assets of the acquiree from the acquiree’s shareholders by paying the consideration of the merger to the shareholders of the acquiree not under common control. Since the finance and taxation process in the merger of the acquiree and the acquiree under the non-common control is basically the same as that in the merger and consolidation under the same control, this article focuses on the taxation of the merger and acquisition under the same control by the purchaser deal with.