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Merger is one of the most different areas between accounting principles and tax accounting. It is quite natural to adjust each other reflecting the fact the two systems are dealing with the same economic activities. But merger two systems are quite different from the foundations. The purpose of tax accounting rules is to facilitate business combinations by charging no tax on merger. And the purposse of accounting principles are to show the accurate financial position and operational results of merger. The difference in purposes is the main obstacle for adjusting accounting principles and tax accounting rules. Under this background of this report seeks to ways to improve the accounting principses and tax accounting regarding merger.
The most important suggestion of the first part of this report is to apply only purchase method dropping pooling method in merger. The main reason of dropping pooling method is that it is very much likely to be used to mislead information users under business combinations between related parties. Under FASB statement No. 141 US GAAP also requires that all business combinations are to be accounted for using the purchase method only. Other recommendations include the exact definition of purchase date, recognition principles for intangible assets, goodwill amortization and evaluation principles, accounting principles for negative goodwill, etc..
The second part of this report seeks to find ways to set consistent tax rules under non -taxable merger and taxable merger. It is recommended that the conditions for non-taxable merger be reinforced and tax rules be adjusted to accommodate non-taxable merger without changing economic equity continuity by allowing to use pooling method. With respect to general merger it is recommended that purchase method be used and merger be taxed reflecting merger is investment in kind.
Business reorganizations, these days, are under implementation as one of fundamental management policies m accordance with the autonomous decision-makings of the enterprises and the principles of markets.
However, in the process of the reorganizations, various kinds of tax burdens are inevitable, which make reorganizations almost impossible. Thus every tax system has clauses to remove the tax barriers blocking the business reorganizations which are urgently needs not only for the business but also for the national economic progresses. However our tax systems are too poorly equipped with to cope with the tax problems arising in the process of business reorganizations. Weare m the urgent time to arrange such tax systems. Furthermore, we are under the extraordinary circumstances of IMF economic crises, where business reorganizations are forcible with the special tax incentives which would be unacceptable in the ordinary business reorganizations.
There are two approaches to the tax problems for the business reorganizations, one is to eliminate the tax barriers so as not to block the reorganizations in the regular business managements, the other is to give tax incentives directly to steer reorganizations in the unusual economic and management circumstances. If such special tax clauses are confused, there would be another serious side effects which will impair the efficiency of policies for business-reorganization and the fairness which is one of the basic principles in the taxation.
These kinds of special tax clauses must be implemented not for tax purposes but business reorganizations in the key countries abroad. They have kept making their endeavor to discriminate abuses of business reorganizations for tax purposes against required reorganizations for business purposes, which means the high degree of requirements of precisions and techniques in forming tax laws for the business reorganizations.
The results of this study works under afore mentioned scheme are as follows: First, It is usually inevitable to recognize huge capital gains on the fixed assets like lands in the processed of business reorganizations. If corporate tax or corporate surtax are charged on the capital gains, the business reorganizations would be blocked because of huge tax burdens. Thus taxations must be postponed until the carried over assets are sold out.
Second, The income taxations of corporate liquidations for the corporations and shareholders should also be postponed until cashes for the payments of the taxes are realized.
Third, The carrying-over of net operating losses(NOL) is one of critical issues in the business reorganizations. Our tax law should allow the succession of the NOL for the successor to offset with their profits under the specified conditions as in the cases of foreign countries.
Fourth, Various kinds of local taxes, like the acquiring and registrating taxes, specially-weighed taxation of them must be exempted or reduced, because the acquisitions of assets are not newly substantial but merely formal.
Fifth, There are too much uncertain factors in the course of implementing business reorganizations, and it is very difficult to make tax regulations in forms of uniformity and standardization. Advance Ruling System could be a useful methods to make sure the uncertain circumstances for the dual sides of taxpayers and tax officials who will suffer from the flexible and troublesome issues of business reorganizations and confront with each others because of such uncertainties.
Lastly, in the process of implementing business reorganizations, the policies of the governments, recently often called as Big Deals should not be direct but limited to assist the business circles on the bases of the principles of market and autonomy, In general, the business parties concerned with business reorganizations holds various interests which are very difficult for harmonizing the confronting status, especially in the matters of carrying over credit, debt, valuation of assets, and labor problems. Notwithstanding the particularity of the transactions, If the policies of the governments concerned intervene directly into any business reorganizations, the business parties concerned will demand unfair and excess conditions and demands which will result in the burdens of nation peoples. The role of the governments must be limited to offering some guidelines for business reorganizations and managing the policies systematically for the business circles to select the governments' policies. And the governments should arrange thorough policies which make the merits or demerits following the choices of companies concerned go severely to them through the mechanism of autonomous markets.
The most important suggestion of the first part of this report is to apply only purchase method dropping pooling method in merger. The main reason of dropping pooling method is that it is very much likely to be used to mislead information users under business combinations between related parties. Under FASB statement No. 141 US GAAP also requires that all business combinations are to be accounted for using the purchase method only. Other recommendations include the exact definition of purchase date, recognition principles for intangible assets, goodwill amortization and evaluation principles, accounting principles for negative goodwill, etc..
The second part of this report seeks to find ways to set consistent tax rules under non -taxable merger and taxable merger. It is recommended that the conditions for non-taxable merger be reinforced and tax rules be adjusted to accommodate non-taxable merger without changing economic equity continuity by allowing to use pooling method. With respect to general merger it is recommended that purchase method be used and merger be taxed reflecting merger is investment in kind.
Business reorganizations, these days, are under implementation as one of fundamental management policies m accordance with the autonomous decision-makings of the enterprises and the principles of markets.
However, in the process of the reorganizations, various kinds of tax burdens are inevitable, which make reorganizations almost impossible. Thus every tax system has clauses to remove the tax barriers blocking the business reorganizations which are urgently needs not only for the business but also for the national economic progresses. However our tax systems are too poorly equipped with to cope with the tax problems arising in the process of business reorganizations. Weare m the urgent time to arrange such tax systems. Furthermore, we are under the extraordinary circumstances of IMF economic crises, where business reorganizations are forcible with the special tax incentives which would be unacceptable in the ordinary business reorganizations.
There are two approaches to the tax problems for the business reorganizations, one is to eliminate the tax barriers so as not to block the reorganizations in the regular business managements, the other is to give tax incentives directly to steer reorganizations in the unusual economic and management circumstances. If such special tax clauses are confused, there would be another serious side effects which will impair the efficiency of policies for business-reorganization and the fairness which is one of the basic principles in the taxation.
These kinds of special tax clauses must be implemented not for tax purposes but business reorganizations in the key countries abroad. They have kept making their endeavor to discriminate abuses of business reorganizations for tax purposes against required reorganizations for business purposes, which means the high degree of requirements of precisions and techniques in forming tax laws for the business reorganizations.
The results of this study works under afore mentioned scheme are as follows: First, It is usually inevitable to recognize huge capital gains on the fixed assets like lands in the processed of business reorganizations. If corporate tax or corporate surtax are charged on the capital gains, the business reorganizations would be blocked because of huge tax burdens. Thus taxations must be postponed until the carried over assets are sold out.
Second, The income taxations of corporate liquidations for the corporations and shareholders should also be postponed until cashes for the payments of the taxes are realized.
Third, The carrying-over of net operating losses(NOL) is one of critical issues in the business reorganizations. Our tax law should allow the succession of the NOL for the successor to offset with their profits under the specified conditions as in the cases of foreign countries.
Fourth, Various kinds of local taxes, like the acquiring and registrating taxes, specially-weighed taxation of them must be exempted or reduced, because the acquisitions of assets are not newly substantial but merely formal.
Fifth, There are too much uncertain factors in the course of implementing business reorganizations, and it is very difficult to make tax regulations in forms of uniformity and standardization. Advance Ruling System could be a useful methods to make sure the uncertain circumstances for the dual sides of taxpayers and tax officials who will suffer from the flexible and troublesome issues of business reorganizations and confront with each others because of such uncertainties.
Lastly, in the process of implementing business reorganizations, the policies of the governments, recently often called as Big Deals should not be direct but limited to assist the business circles on the bases of the principles of market and autonomy, In general, the business parties concerned with business reorganizations holds various interests which are very difficult for harmonizing the confronting status, especially in the matters of carrying over credit, debt, valuation of assets, and labor problems. Notwithstanding the particularity of the transactions, If the policies of the governments concerned intervene directly into any business reorganizations, the business parties concerned will demand unfair and excess conditions and demands which will result in the burdens of nation peoples. The role of the governments must be limited to offering some guidelines for business reorganizations and managing the policies systematically for the business circles to select the governments' policies. And the governments should arrange thorough policies which make the merits or demerits following the choices of companies concerned go severely to them through the mechanism of autonomous markets.
목차
Ⅰ. 序論
Ⅱ. 합병에 대한 과세체계
Ⅲ. 청산소득에 대한 법인세
Ⅳ. 합병법인에 대한 과세
Ⅴ. 의제배당
Ⅵ. 합병관련 과세제도의 문제점과 개선방향
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