A Study on Income Tax Issues of a Merged and Acquired Company and Its Stockholders

• Main Authors: Shu-MeiLin, 林淑梅
• Other Authors: Ke-Chung Ko
• Format: Others
• Language: zh-TW
• Published: 2013
• Online Access: http://ndltd.ncl.edu.tw/handle/09399040555592731926

碩士 === 國立成功大學 === 法律學系 === 101 === The practice of the laws of mergers and acquisitions is to help social resources to be efficiently allocated and values to the society. These laws were perspective policies of governments in economic development in the years 2000; however, as the time as legislation, the laws in Chapter Ⅲ “Tax Payable to Government” of Business Mergers and Acquisitions Act and its related regulations in taxation were not considered of their coordination between laws; in addition, as the development of mergers and acquisitions’ being diversified, many issues in the applicability of laws are thus emerged. If the limitation of tax payable is not clarified, it may consequently obstruct mergers or merged companies, even their stakeholders in M＆A strategies; it is against the legislation reasons and shall be taken into attention. Especially the income tax issues of the merged companies and their stakeholders under M＆A strategies, the present Ministry of Finance has released orders and letters in the taxation of the income from mergers and acquisition for taxpayers and tax collection authorities though, there are lots of contradiction and conflicts of the interpretation of laws and not in accordance with the fundamental doctrine of tax laws. Due to issues of income tax assessment affects and involves tremendously, the payable tax issues shall be urgently improved by amendments of laws or theories and/or judicial opinions to satisfy the mechanism of tax collection in mergers and acquisitions. Based on the essence to clarify issues, this study has made a basic introduction of mergers and acquisitions, organized the most common features of mergers, division and sales of business in M＆A behaviors; as well as, discussed about its position from the perspectives of financial accounting, taxation practices and theories, reviewed present practical issues in tax collection, and analyzed the core of tax collection issues. Furthermore, through the basic idea of income tax and the reference of the laws in the United States, this study intends to establish a judgment rule of interest ascription, timing of executing incomes and types of incomes to build a standard of whether collecting the interests from different modes of mergers and acquisition in merging, division and sales of business, and therefore, achieves the ideal of promoting fairness and justice in the institution of tax collection of mergers and acquisitions.