legal subjectivity:

1. How to pay taxes when a natural person transfers personal equity

Personal income tax is withheld by the units and individuals who pay the income. In addition, State Taxation Administration of The People's Republic of China's "Reply on the Collection of Individual Income Tax on Taxpayers' Withdrawal of Transferred Equity" (Guoshuihan No.131) also clearly stipulates this:

According to the Individual Income Tax Law of the People's Republic of China (hereinafter referred to as the Individual Income Tax Law) and its implementing regulations, and the relevant provisions of the Law of the People's Republic of China on Tax Collection and Administration (hereinafter referred to as the Tax Administration Law), after the equity transfer contract is completed, the equity.

after the transfer, both parties sign and execute an agreement to dissolve the original equity transfer contract and return the equity, which is another equity transfer, and the personal income tax collected on the previous transfer will not be returned. In addition, stamp duty should be paid in accordance with the regulations for the transfer of equity. The transfer of corporate equity by a non-listed company that does not take place in the form of shares belongs to the transfer of property ownership. The transfer of property rights should be stamped in accordance with Item 11 of the Table of Taxes, Items and Rates for Paying Stamp Duty according to the transfer of property rights.

article 11 of the circular of the state administration of taxation on the explanations and provisions on some specific issues of stamp duty (Guo shui fa No.155) further clarifies that the taxation scope of the documents of property ownership transfer is: the documents of ownership transfer of movable property and real estate registered by the government management organ, and the documents of enterprise equity transfer.

article 3 of presidential decree No.44 of the individual income tax law of the people's Republic of China: 5. income from royalties, interest, dividends and bonuses, income from property leasing, income from property transfer, accidental income and other income shall be subject to the proportional tax rate, and the tax rate is 21%.

article 6 calculation of taxable income: 5. the taxable income is the balance of the income from the transfer of property after deducting the original value of the property and reasonable expenses. Article 8 For individual income tax, the income earners shall be the taxpayers, and the units or individuals that pay the income shall be the withholding agents. If the personal income exceeds the amount specified in the State Council, the taxpayer obtains wages and salaries from two or more places or has no withholding agent, and there are other circumstances specified in the State Council, the taxpayer shall file tax returns in accordance with the provisions of the state.

II. Standards for individual transfer of equity tax

After the parties to the equity transaction sign the equity transfer agreement and complete the equity transfer transaction, before changing the equity registration with the enterprise, the transferor or transferee with the obligation of tax payment or withholding should go through the tax (withholding) declaration with the competent tax authorities, and pay the personal income tax payment certificate or the certificate of tax exemption or non-tax payment issued by the tax authorities, and go through the registration formalities of equity transfer change with the administrative department for industry and commerce.

if the parties to the equity transaction have signed the equity transfer agreement but have not completed the equity transfer transaction, the enterprise shall fill in the Report on the Change of Individual Shareholders and report to the competent tax authorities when applying to the administrative department for industry and commerce for the registration of equity change.

the taxable income of an individual's transfer of equity is the balance of the income from the transfer of equity minus the original value of equity and reasonable expenses. The taxable income multiplied by the tax rate of 21% is the amount of personal income tax that an individual should pay. The calculation formula is: the personal income tax payable for equity transfer = (the income from equity transfer-the amount paid for equity acquisition-the relevant reasonable expenses paid during the transfer) ×21%. The personal income tax on equity transfer is calculated at the fair transaction price and the tax basis is determined. If there is any of the following circumstances without justifiable reasons, it can be considered that the tax basis is obviously low:

1. The declared equity transfer price is lower than the initial investment cost or the price paid for acquiring the equity and related taxes;

2. The declared equity transfer price is lower than the corresponding share of net assets;

3. The declared equity transfer price is lower than that of equity transfer price, the same shareholder or other shareholder of the same enterprise under the same or similar conditions;

4. The declared equity transfer price is lower than that of enterprises in the same industry in equity transfer price under the same or similar conditions; 5. Other circumstances identified by the competent tax authorities.

In this case, the competent tax authorities can adopt the following methods for verification:

(1) Verify the income from equity transfer by referring to the share of net assets per share or the proportion of equity enjoyed by taxpayers. For enterprises with intellectual property rights, land use rights, houses, exploration rights, mining rights, equity rights, etc., which account for more than 51% of the total assets, the amount of net assets must be assessed and verified by intermediaries;

(2) The income from equity transfer approved by equity transfer price, the same shareholder or other shareholder of the same enterprise under the same or similar conditions;

(3) refer to equity transfer price, an enterprise in the same industry under the same or similar conditions, to verify the income from equity transfer;

(4) If a taxpayer disagrees with the above-mentioned verification method adopted by the competent tax authorities, it shall provide relevant evidence. After the competent tax authorities confirm that it is true, they may adopt other reasonable verification methods.

III. Forms of equity transfer

There are two ways for shareholders of a limited liability company to transfer their capital contribution: first, shareholders transfer their equity to other existing shareholders, that is, equity transfer within the company; Second, the shareholders transfer their equity to other investors other than the existing shareholders, that is, the equity transfer outside the company. There are some differences between these two forms in terms of conditions and procedures.

change the equity in time after the equity transfer

1. After the equity transfer is completed, the target company shall cancel the capital contribution certificate of the original shareholder and issue the capital contribution certificate to the new shareholder, and it is necessary to modify the name, residence and capital contribution of the relevant shareholder in the Articles of Association and the register of shareholders.

2. If a limited liability company changes its shareholders, it shall go through the change registration with the industrial and commercial department within 31 days from the date of the change of shareholders.

it should be emphasized that the legal person qualification certificate of the new shareholder or the identity certificate of the natural person and the revised articles of association should be submitted at the same time when the registration is changed.

according to the above analysis, we can know that if the equity transfer contract is completed, the equity has been registered for change, and the income has been realized, the transferor shall pay personal income tax according to law. Legal objectivity:

Article 71 of the Company Law Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing about the transfer of their shares for approval. If other shareholders fail to reply within 31 days from the date of receiving the written notice, they shall be deemed to agree to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.