本文简述了我国控股合并股权收购所得税税制及会计处理模式,并通过实际案例对其进行了深入分析。研究发现,现行制度虽然促进了企业并购的活跃,但也存在着一些不合理之处,如股权收购方取得被收购股权以该股权原有计税基础确定,股权收购方向股权转让方定向发行股份收购股权时不应确认递延所得税负债。本文的研究结论对建立和探索更适合当前中国会计环境与经济发展要求的税会模式具有一定的借鉴意义。 This article gives a brief account of the tax system and accounting treatment of the acquisition of shareholding in China’s controlling shareholding mergers, and gives an in-depth analysis through actual cases. The study found that although the current system has promoted the active mergers and acquisitions, there are some unreasonable points. For example, the acquirer obtains the acquired equity according to the original tax base of the equity and the direction of the equity acquisition to the target issuer Deferred tax liabilities should not be recognized when the equity is acquired. The conclusion of this paper has some reference to establish and explore the taxation model that is more suitable for the current accounting environment and economic development in China.