As the saying goes, nothing is certain in this world except death and taxes. In modern society, neither individuals nor enterprises can avoid taxation. From abroad to home, tax collection and administration are becoming more and more strict, not only for enterprises, but also for individuals. On January 1, 2019, the implementation of the new Individual Income Tax Law once again made individuals realize the existence of taxation. Although taxes are unavoidable, we can reduce tax payments in legal ways and means within the scope of the law, which is what we usually call tax planning. According to public information, tax planning originated in the 1930s, the British MP Sir Tomlin on the "Commissioner of Taxation v Winston" case pointed out: "Everyone has the right to arrange their own business." You can't force him to pay more tax if there are certain arrangements under the law that allow him to pay less tax." The above views have been recognized by the legal field, and tax planning has been legally recognized for the first time, and has become a key case case laying the history of tax planning. Foreign tax planning started earlier, which has been deeply rooted in the enterprise management, while China's tax planning started later. At present, China's tax law system is becoming more and more perfect, and tax collection and management are becoming more and more standardized. In recent years, Chinese tax payers have gradually set up the concept of tax planning, which is increasingly paid attention to by more and more tax payers, and tax planning has gradually become an important part of enterprise management and personal wealth management. As far as enterprise management is concerned, whether it is enterprise income tax or enterprise shareholders' personal income tax, it has penetrated into all fields and links of enterprise business activities, and tax burden cost has become an important factor affecting enterprise managers' business decisions.

The ownership structure of a company refers to the composition of the shareholders of the company. On the one hand, the ownership structure of the company is related to the control of the enterprise; On the other hand, the ownership structure of a company greatly affects the tax cost of the founder or shareholder. According to the Individual Income Tax Law of China, an individual who has a domicile in China or has no domicile and has resided in China for a total of 183 days in a tax year is a resident individual. Individual residents shall pay individual income tax according to law on their income derived from within and outside China. Among them, income from interest, dividends and bonuses, income from lease of property, income from transfer of property and incidental income are subject to a proportional tax rate of 20%. At the same time, China's "Enterprise Income Tax Law" stipulates that within the territory of the People's Republic of China, enterprises and other organizations that obtain income (hereinafter collectively referred to as enterprises) are taxpayers of enterprise income tax and shall pay enterprise income tax in accordance with the provisions of this Law, but this Law shall not apply to sole proprietorship enterprises and partnership enterprises. Specifically, the corporate income tax rate is 25%, except for non-resident enterprises, high-tech enterprises and small and micro enterprises. This means that if the company's operating profits are to be distributed to individual shareholders in the form of dividends, it needs to pay 25% corporate income tax at the corporate level, and 20% personal income tax at the shareholder level, so the actual tax burden rate is 40%. For example, if the company's annual operating profit is 10 million, and the company's individual shareholders hold 100%, the shareholder's final dividend is only 6 million. The above comprehensive tax burden is not low. In order to reduce the tax burden, some company leaders will use two sets of accounts, multiple costs or purchase invoices and other ways to pay less tax. However, the above method is illegal, in the face of the powerful golden tax third period, once the tax bureau is found to be light fines, heavy prison, business operators should avoid. Because of this, forward-looking and legal tax planning has become an important part of business management, especially for large-scale enterprises.

In the ownership structure of Chinese companies, most shareholders are companies or natural persons. In China's income tax system, natural person shareholders and company shareholders apply different tax laws, and the tax composition is different. The Individual Income Tax Law applicable to natural person shareholders; Corporate shareholders shall be subject to the Enterprise Income Tax Law. According to the relevant provisions of the Individual Income Tax Law, the interest, dividends, bonus income, property lease income, property transfer income and contingent income obtained by natural person shareholders shall be subject to a proportional tax rate of 20%. Therefore, with respect to the company's equity or dividend income, if the shareholder of the target company is a natural person, the target company shall withhold the corresponding individual income tax from the shareholder of the natural person at the time when the dividend or dividend occurs. However, according to the relevant provisions of the current enterprise income tax, the dividend or bonus obtained by the resident enterprise from the resident enterprise is temporarily exempt from income tax. Therefore, if the shareholder of the target company is a company, the shareholder of the company does not need to pay enterprise income tax when receiving the dividend or bonus from the target company. As long as the shareholders of the company do not continue to distribute dividends or bonuses to their natural person shareholders, there will be no effective income tax liability. As far as the equity transfer is concerned, if the shareholder of the company is a natural person shareholder, when the natural person shareholder transfers the equity of the target company, it shall pay individual income tax in accordance with the corresponding provisions of the individual income Tax Law of China, the tax rate is 20%. If a natural person holds 10% of the equity of the target company and later sells the equity of the target company at a price of 10 million, the natural person shareholder shall pay an individual income tax of 2 million yuan at the time of the equity transfer letter. If the shareholder is the shareholder of the company, the shareholder of the company will theoretically incur the taxable obligation of 25% enterprise income tax when transferring the equity of the target company, but if the company has other operating losses, the actual income tax payment will not necessarily occur when the company conducts the annual final settlement. For example, a company holds 10% of the equity of the target company, and then sells the equity of the target company at a price of 10 million; At the same time, the company has an operating loss of 10 million yuan, so the enterprise income tax will not actually pay income tax when the annual final settlement is settled. Therefore, in the ownership structure of enterprises, the tax burden of natural person shareholders and corporate shareholders is different, which should be paid attention to.

In addition to natural person shareholders and company shareholders, there are also types of sole proprietorship enterprise shareholders and partnership shareholders in the ownership structure of the company. A sole proprietorship enterprise is an enterprise established by an investor in accordance with the Sole proprietorship Enterprise Law, and the investor shall bear unlimited joint and several liability for the debts of the enterprise. A partnership is an enterprise in which all partners jointly invest, operate, share benefits and share risks in accordance with the Partnership Enterprise Law, and all partners bear unlimited joint and several liability for the debts of the enterprise, except for special partnerships. Although corporation, sole proprietorship and partnership are one of the legal forms of enterprise in our country, they are very different from each other in terms of tax. As mentioned above, the "Enterprise Income Tax Law" applicable to Chinese companies, the corporate income tax rate is 25% in principle, except for non-resident enterprises, high-tech enterprises, small and micro enterprises and other special circumstances. However, the sole proprietorship and partnership are not subject to the Enterprise Income Tax Law, and they are not taxpayers within the scope of the Enterprise Income Tax Law of our country. According to the relevant provisions of the tax law of our country, sole proprietorship enterprises and partnership enterprises do not pay enterprise income tax, sole proprietorship enterprises to its investment as the taxpayer, partnership enterprises to its partners as the taxpayer, so sole proprietorship enterprises and partnership enterprises do not pay enterprise income tax. At the same time, China's Individual Income Tax Law stipulates that individual business income is subject to a progressive tax rate of 3%-35%. This means that if the sole proprietorship investor or partnership partner is a natural person, the partnership does not need to pay corporate income tax on the business income, but the individual income tax is directly paid by the investor or partner in accordance with the excess progressive tax rate of 3%-35%, and there is a sole proprietorship or partnership withholding. For example, a partnership has two natural person partners, each holding 50% interest; If the partnership holds 10% equity of the target company and then sells the equity of the target company at a price of 20 million yuan, the partnership does not need to pay enterprise income tax; Without consideration of tax planning, the partnership shall directly withhold and pay individual income tax on the proceeds of the two partners according to the individual business income tax rate. Each partner shall pay individual income tax of RMB 3,485,250, and each partner's after-tax income is RMB 6,514,750.

As mentioned above, in the ownership structure of a company, natural person shareholders, sole proprietorship shareholders, partnership shareholders, and corporate shareholders have great differences in income tax rates and tax calculation methods. The same price is 10 million to sell 10% of the equity of the target company, the type of shareholders is different, and the tax burden cost is different. If the natural person shareholders need to pay personal income tax of 2 million yuan; If it is a company shareholder, it is necessary for the company shareholder to pay enterprise income tax ranging from 0 to 2.5 million yuan in the scope of enterprise income tax; If it continues to be distributed to a natural person shareholder, the natural person shareholder still needs to pay 20% personal income tax on the dividend; If not distributed, there is no personal income tax involved. If it is a sole proprietorship or partnership, without considering tax planning, the enterprise does not need to pay corporate income tax, and the individual income tax of 3,485,250 yuan is paid directly by the investor or partner. Of course, as far as the company's $10 million dividend is concerned, it's different. Specifically, if the natural person shareholders, need to pay 2 million personal income tax. If the company is a shareholder, there is no need to pay corporate income tax; If the shareholders of the company continue to distribute to natural person shareholders, they need to pay 20% personal income tax, if they do not distribute, they do not involve actual tax. In the case of sole proprietorship or partnership, the enterprise does not need to pay enterprise income tax, but the individual income tax of the sole proprietorship investor or partnership partner is withheld and paid by the enterprise. Not if the sole proprietorship investor or partnership partner is a corporation. It should be emphasized that: natural persons, companies, partnerships, sole proprietorships have advantages and disadvantages in tax burden, tax rates, tax methods and other differences, can not be metaphysically applied, the focus is flexible use. First, we should master the tax law, then we should understand the business of the enterprise, and finally, based on the business purpose and business planning, we should carry out innovative applications and build a reasonable company ownership structure. In short, the ownership structure of a company is not only related to the control of the enterprise, but also affects the tax burden cost of the founder or shareholder to a large extent. The tax planning of the company's ownership structure should be planned in advance, not cramming.