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China mergers, acquisitions and reorganisation tax guide (2nd Edition)


On 26 July 2010, the State Administration of Taxation released the Implementation Rules to further clarify the tax treatments of the major forms of M&A transaction which were previously covered in the M&A Tax Rules and stipulate the filing and documentation requirements. With M&A activity in China continuing to grow at an increasing pace, companies with plans to restructure should be aware of the significant changes made. With the introduction of a more structured and transparent reorganization tax regime, the M&A Tax Rules and its Implementation Rules will significantly influence future M&A and restructuring activities in China.

This publication outlines the various forms of M&A transaction: equity acquisition, asset acquisition, merger, split, change in legal form, and debt restructuring, and their further classifications into Special Organization and Ordinary Organization. As some transactions involve a liquidation of company, the piece also provides a discussion on the new liquidation rule (Caishui [2009] No. 60) and its implications.

Download the sample pages below or reach out to your Deloitte Tax professional for further discussion.

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