Tax considerations of pre-deal restructuring: Focus on China, Japan, and India The Dbriefs M&A Tax series Danny Po / David Bickle / Pushkar Khire /
|
|
|
- Fay Warner
- 7 years ago
- Views:
Transcription
1 Tax considerations of pre-deal restructuring: Focus on China, Japan, and India The Dbriefs M&A Tax series Danny Po / David Bickle / Pushkar Khire / William Lee 27 September 2016
2 Agenda Introduction a typical business carve out China Japan India Key takeaway Question and answer For information, contact Deloitte Touche Tohmatsu Limited. 2
3 Introduction For information, contact Deloitte Touche Tohmatsu Limited. 3
4 Introduction A typical business carve out Share deal vs. asset deal Deal process efficiency vs. tax efficiency The seller s perspective Transactional tax cost Historical tax issues Tax representation and warranty The buyer s perspective Basis step up Debt push down For information, contact Deloitte Touche Tohmatsu Limited. 4
5 China For information, contact Deloitte Touche Tohmatsu Limited. 5
6 China: overview of tax considerations Enterprise income tax / individual income tax Gains and losses from the transfer of assets and subsequent sale of shares Fair value requirement Special tax treatment for intra-group restructuring Value added tax VAT implications from the sale of assets and subsequent sale of shares Possible exemption on total business transfer Other taxes Deed tax Stamp duty For information, contact Deloitte Touche Tohmatsu Limited. 6
7 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 7
8 Scenario 1: share deal (carve out target assets via corporate split) Target assets Target assets Step 1: transfers target assets to Newco in exchange for Newco shares via corporate split China tax considerations Subject to EIT on fair value gain Other transaction taxes including VAT and stamp duty (possible VAT exemption) Special tax treatment on group restructuring Step up in basis? Yes Subject to deed tax (for land and immovable properties) and stamp duty Jointly bear historical tax risks with For information, contact Deloitte Touche Tohmatsu Limited. 8
9 Scenario 1: share deal (carve out target assets via corporate split) (cont d) Cash Step 2: sells Newco shares to in exchange for cash China tax considerations (PRC Co) Subject to EIT on gain on transfer of shares Subject to stamp duty No step up in basis Subject to stamp duty Target assets For information, contact Deloitte Touche Tohmatsu Limited. 9
10 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 10
11 Scenario 2: share deal (carve out target assets via business transfer) Step 1: sells target assets to Newco in exchange for debt China tax considerations Target assets Loan Target assets Subject to EIT on fair value gain Other transaction taxes including VAT and stamp duty (possible VAT exemption) Step up in basis? Yes Interest deduction available? Subject to transfer pricing rule Subject to deed tax (for land and immovable properties) and stamp duty No acquisition of historical tax risks or attributes For information, contact Deloitte Touche Tohmatsu Limited. 11
12 Scenario 2: share deal (carve out target assets via business transfer) (cont d) Loan Cash Target assets Step 2: sells Newco shares to in exchange for cash China tax considerations Subject to EIT on gain on transfer of shares Subject to stamp duty No step up in basis Subject to stamp duty For information, contact Deloitte Touche Tohmatsu Limited. 12
13 Scenario 2: share deal (carve out target assets via business transfer) (cont d) Loan Cash Cash Target assets Step 3: capitalizes Newco with debt and / or equity China tax considerations EIT / WIT / VAT on interest to be derived from Stamp duty on new debt Subject to stamp duty on new debt and equity Interest deduction available? Subject to transfer pricing rule For information, contact Deloitte Touche Tohmatsu Limited. 13
14 Scenario 2: share deal (carve out target assets via business transfer) (cont d) Cash Cash Step 4: Newco repays debt to China tax considerations No tax implications repays debt to Target assets For information, contact Deloitte Touche Tohmatsu Limited. 14
15 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 15
16 Scenario 3: share deal (carve out non target assets via business transfer) Non-target assets Loan Target Co Target assets Non-target assets Step 1: Target Co sells non-target assets to Newco in exchange for debt Subject to EIT on fair value gain Other transaction taxes including VAT and stamp duty (possible VAT exemption) Step up in basis? Yes Interest deduction available? Subject to transfer pricing rule Subject to deed tax (for land and immovable properties) and stamp duty For information, contact Deloitte Touche Tohmatsu Limited. 16
17 Scenario 3: share deal (carve out non target assets via business transfer) (cont d) Cash Non-target assets Target Co Target assets Step 2: sells Target Co s shares to in exchange for cash China tax considerations Subject to EIT on gain on transfer of shares Subject to stamp duty Loan Acquisition of historical tax risks or attributes No step up in basis Subject to stamp duty For information, contact Deloitte Touche Tohmatsu Limited. 17
18 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 18
19 Scenario 4: asset deal Cash Target assets Target assets Step 1: directly sells target assets to in exchange for cash Subject to EIT on fair value gain Other transaction taxes including VAT and stamp duty (possible VAT exemption) Step up in basis? Yes but goodwill not amortizable Subject to deed tax (for land and immovable properties) and stamp duty No acquisition of historical tax risks or attributes For information, contact Deloitte Touche Tohmatsu Limited. 19
20 Polling question 1 Which pre deal restructuring step plan do you prefer? Vendor transfers assets to and sells it to the buyer Vendor carves out retained assets and sell target co to buyer Vendor sells assets to buyer directly It depends None of the above Don t know / not applicable For information, contact Deloitte Touche Tohmatsu Limited. 20
21 Japan For information, contact Deloitte Touche Tohmatsu Limited. 21
22 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 22
23 Scenario 1: share deal (carve out target assets via corporate split) (Japan) Target assets (Japan) Target assets (Singapore) Step 1: transfers target assets to in exchange for shares via corporate split Key tax consideration Corporation tax on built-in gain/ loss on Target assets Step up in basis of Target assets Recognize goodwill for corporation tax purposes (amortized over 5 years) Real estate acquisition and registration taxes Other consideration Typically does not require individual agreement for transfer from each employee and creditor NOLs can not be transferred to Incorporation of as GK rather than KK can reduce registration tax liability For information, contact Deloitte Touche Tohmatsu Limited. 23
24 Scenario 1: share deal (carve out target assets via corporate split) (cont d) Step 2: sells shares to in exchange for cash Cash (Japan) (Singapore) Key tax consideration Corporation tax on gain / loss (if any) Other consideration Use of leveraged Japan acquisition vehicle (Japan) Target assets May enable offset of cost of acquisition debt against taxable income from Target assets ( debt pushdown ) Consider TP, thin cap and earning stripping rules if borrowing is from foreign controlling shareholder, or guaranteed by foreign controlling shareholder For information, contact Deloitte Touche Tohmatsu Limited. 24
25 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 25
26 Scenario 2: share deal (carve out target assets via business transfer) (Japan) Target assets Loan (Japan) Target assets (Singapore) Step 1: sells target assets to in exchange for debt Key tax consideration Corporation tax on built-in gain / loss on Target assets Charges consumption tax (JCT) Step up in basis of Target assets Recognizes goodwill for corporation tax purposes (amortized over 5 years) Input JCT suffered generally creditable Real estate acquisition and registration taxes Other consideration Requires individual agreement for transfer from each employee and creditor NOLs can not be transferred to Incorporation of as GK rather than KK may reduce registration tax liability For information, contact Deloitte Touche Tohmatsu Limited. 26
27 Scenario 2: share deal (carve out target assets via business transfer) (cont d) Loan Cash (Japan) (Japan) Target assets (Singapore) Step2: sells shares to in exchange for cash Key tax consideration Corporation tax on gain / loss (if any) Other consideration Use of leveraged Japan acquisition vehicle May enable offset of cost of acquisition debt against taxable income from Target assets ( debt pushdown ) Consider TP, thin cap and earning stripping rules if borrowing from foreign controlling shareholder For information, contact Deloitte Touche Tohmatsu Limited. 27
28 Scenario 2: share deal (carve out target assets via business transfer) (cont d) Loan Cash (Japan) Cash (Japan) (Singapore) Step 3: capitalizes with debt and / or equity Key tax consideration Registration tax on increase in stated capital Consider impact of TP, thin cap and earning stripping rules on deductibility of interest on loans from Target assets For information, contact Deloitte Touche Tohmatsu Limited. 28
29 Scenario 2: share deal (carve out target assets via business transfer) (cont d) Cash (Japan) Cash (Singapore) Step 4: repays debt to Key tax consideration N/A repays debt to (Japan) Target assets For information, contact Deloitte Touche Tohmatsu Limited. 29
30 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 30
31 Scenario 3: share deal (carve out non target assets via business transfer) Step 1: sells non target assets to in exchange for debt Parent of (Japan) (Japan) Non-target assets Loan (Singapore) (Japan) Target assets Non-target assets Key tax consideration Corporation tax on built in gain / loss on non Target assets Charges JCT No step up in basis of Target assets Step-up in basis of non Target assets Recognizes goodwill for corporation tax purposes (amortized over 5 years) Input JCT suffered generally creditable Real estate acquisition and registration taxes Other consideration Requires individual agreement for transfer from each employee and creditor NOLs can not be transferred to ; remain with Incorporation of as GK rather than KK may reduce registration tax liability For information, contact Deloitte Touche Tohmatsu Limited. 31
32 Scenario 3: share deal (carve out non target assets via business transfer) (cont d) Cash Parent of (Japan) (Japan) Non-target assets Loan (Singapore) (Japan) Target assets Step 2: Parent of sells shares to in exchange for cash Key tax consideration Parent of Subject to corporate tax on built in gain (if any) Consider impact of Change of Control (CoC) rules on post transaction utilization of NOL Other consideration Acquires Target business comprehensively including contracts, licenses etc. Due diligence recommended on Use of leveraged Japan acquisition vehicle May enable offset of cost of acquisition debt against taxable income from Target assets ( debt pushdown ) Consider TP, thin cap and earning stripping rules if borrowing from foreign controlling shareholder For information, contact Deloitte Touche Tohmatsu Limited. 32
33 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 33
34 Scenario 4: asset deal Cash (Japan) Target assets (Japan-PE) Target assets Step 1: directly sells target assets to in exchange for cash Key tax consideration Corporation tax on built in gain / loss on Target assets Charges JCT Step up in basis of Target assets Recognizes goodwill for corporation tax purposes (amortized over 5 years) Input JCT suffered generally creditable, provided has elected to be JCT taxpayer on timely basis Real estate acquisition and registration taxes Other consideration Requires individual agreement for transfer from each employee and creditor NOLs can not be transferred to Target assets may constitute a Japanese PE Income attribution Authorized OECD Approach (AOA) For information, contact Deloitte Touche Tohmatsu Limited. 34
35 Polling question 2 Who should take care of basis step up and debt pushdown? Vendor Both of them None of them Don t know / not applicable For information, contact Deloitte Touche Tohmatsu Limited. 35
36 India For information, contact Deloitte Touche Tohmatsu Limited. 36
37 India: overview of tax considerations Carve out strategy Demerger vs. slump sale Carve out process High court process vs. private arrangement Income tax Capital gains tax implications Availability of cost step up on assets acquired Losses to be transferred only in certain cases Continuity of tax holiday benefits Historical tax risks Value added tax VAT implications on carve out of assets Other taxes Stamp duty For information, contact Deloitte Touche Tohmatsu Limited. 37
38 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 38
39 Scenario 1: share deal (carve out target assets via demerger) shareholders (India) (India) Target assets (India) Target assets Step 1: transfers target assets to via high court approved scheme of demerger and consideration to be discharged by way of issue of shares to shareholders of Key tax considerations,, and shareholders No tax implications subject to fulfilment of prescribed conditions No step up in basis of Target assets No value added tax Certain tax holiday benefits may not continue Other considerations and Demerger to be approved by a jurisdictional high court Proportionate tax losses can be transferred to Accounting impact Stamp duty applicable as per state specific laws Time frame ~ 5 to 6 months For information, contact Deloitte Touche Tohmatsu Limited. 39
40 Scenario 1: share deal (carve out target assets via demerger) Cash Shareholders (India) (India) Target assets Step 2: Shareholders of to sell their shares to in exchange for cash Key tax consideration Long term or short term capital gains tax on transfer of shares depending upon the period of holding In case of non resident, tax treaty would need to be considered Cost and period of holding of previous owner available Other consideration Stamp duty applicable on the value of shares transferred unless the shares are held in electronic form For information, contact Deloitte Touche Tohmatsu Limited. 40
41 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 41
42 Scenario 2: share deal (carve out target assets via slump sale) Debt (India) Target assets (India) Target assets Step 1: sells target assets at mutually agreed value to for a debt Key tax considerations Long term or short term capital gains tax on transfer of target assets depending upon the period of holding Historical tax risk to continue with Step up in basis of Target assets to the extent of transfer value of target assets Tax losses can not be transferred to No value added tax on business transfer Certain tax holiday benefits may be available to Other considerations Stamp duty on business transfer agreement For information, contact Deloitte Touche Tohmatsu Limited. 42
43 Scenario 2: share deal (carve out target assets via slump sale) (cont d) Debt (India) Cash (India) Target assets Step 2: capitalizes with debt and / or equity Key tax considerations No tax implications Other considerations New Co Stamp duty applicable on the value of shares / debt issued Stamp duty on increase in authorised capital of and issue of shares to For information, contact Deloitte Touche Tohmatsu Limited. 43
44 Scenario 2: share deal (carve out target assets via slump sale) (cont d) Cash (India) repays debt to Step 3: repays the payables to Key tax considerations No tax implications However, if the cash needs to be repatriated to the shareholders, Dividend Distribution Tax would be levied on such repatriation (India) Target assets For information, contact Deloitte Touche Tohmatsu Limited. 44
45 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 45
46 Scenario 3: share deal (carve out target assets via slump sale) (India) Target assets Issue of shares 99% (India) Target assets Step 1: sells target assets at mutually agreed value and to issue its shares to as consideration Key tax considerations Long term or short term capital gains tax on transfer of target assets depending upon the period of holding Historical tax risk to continue with Step up in basis of Target assets to the extent of transfer value of target assets Tax losses can not be transferred to No value added tax on business transfer Certain tax holiday benefits may be available to Other considerations Stamp duty on business transfer agreement Stamp duty on increase in authorised capital of and issue of shares to For information, contact Deloitte Touche Tohmatsu Limited. 46
47 Scenario 3: share deal (carve out target assets via slump sale) (cont d) Step 2: sells shares to in exchange for cash Cash (India) (India) Target assets Key tax considerations No likely capital gains since, cost of acquisition of shares should be equivalent to sale consideration Other considerations If the cash needs to be repatriated to the shareholders of, Dividend Distribution Tax would be levied on such repatriation in the hands of Stamp duty applicable on the value of shares transferred unless the shares are held in electronic form For information, contact Deloitte Touche Tohmatsu Limited. 47
48 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 48
49 Scenario 4: share deal (carve out non target assets via slump sale) Step 1: sells non target assets at mutually agreed value to for a debt Parent of (India) Non-target assets (India) Target assets (India) Non-target assets Key tax considerations Long term or short term capital gains tax on transfer of target assets depending upon the period of holding Historical tax risk to continue with Step up in basis of non target assets to the extent of transfer value Debt payable Tax losses can not be transferred to No value added tax on business transfer Certain tax holiday benefits may be available to Other considerations Stamp duty on business transfer agreement For information, contact Deloitte Touche Tohmatsu Limited. 49
50 Scenario 4: share deal (carve out non target assets via business transfer) Cash Parent of (India) Non-target assets (India) Target assets (India) Step 2: Parent of sells shares to in exchange for cash Key tax considerations Parent of Long term or short term capital gains tax on transfer of shares depending upon the period of holding In case of non resident, tax treaty would need to be considered Debt payable Lapse of tax losses, if any in entity on account of change in shareholding by more than 49% Other considerations Stamp duty applicable on the value of shares transferred unless the shares are held in electronic form For information, contact Deloitte Touche Tohmatsu Limited. 50
51 Scenario For information, contact Deloitte Touche Tohmatsu Limited. 51
52 Scenario 5: asset deal Cash (India) Target assets Target assets Step 1: directly sells target assets to in exchange for cash Key tax considerations Long term or short term capital gains tax on transfer of target assets depending upon the period of holding Historical tax risk to continue with Step up in basis of Target assets to the extent of transfer value of target assets Tax losses can not be transferred to No value added tax on business transfer Certain tax holiday benefits may be available to Other considerations Stamp duty on business transfer agreement For information, contact Deloitte Touche Tohmatsu Limited. 52
53 Polling question 3 Which implication of business carve out affects you the most? Continuity of tax losses Continuity of tax holiday benefits Timelines None of them Don t know / not applicable For information, contact Deloitte Touche Tohmatsu Limited. 53
54 Key takeaway For information, contact Deloitte Touche Tohmatsu Limited. 54
55 Key takeaway Vendor to manage its transactional tax costs, which could be huge and not recoverable, consider different alternative step plans Available internal restructuring tax regime s transactional tax costs may or may not be minimized Basis step up through deal price allocation Debt pushdown is possible Anti avoidance considerations Minimal tax representation and warranty No one-size-fit-all solution in any country, consult your tax advisors as early in the deal process as possible For information, contact Deloitte Touche Tohmatsu Limited. 55
56 Question and answer For information, contact Deloitte Touche Tohmatsu Limited.
57 Thanks for joining today s webcast. You may watch the archive on PC or mobile devices via itunes, RSS, YouTube. Eligible viewers may now download CPE certificates. Click the CPE icon at the bottom of your screen For information, contact Deloitte Touche Tohmatsu Limited.
58 Join us 13 October at 2PM HKT (GMT +8) as our India Spotlight series presents: Update on recent Indian transfer pricing cases and their impact For more information, visit For information, contact Deloitte Touche Tohmatsu Limited.
59 Dbriefs Bytes This video brings you a weekly summary of the significant international tax developments. It is broadcast every Friday afternoon. Dbriefs Bytes is also available in Chinese and is broadcast every Tuesday. For more information, visit To view archives, visit For information, contact Deloitte Touche Tohmatsu Limited.
60 Contact information Danny Po Asia Pacific Regional Leader M&A Tax Deloitte Hong Kong, China David Bickle Tax Partner Deloitte Tokyo, Japan Puskar Khire Tax Senior Manager Deloitte Mumbai, India William Lee Tax Director Deloitte Hong Kong, China For information, contact Deloitte Touche Tohmatsu Limited.
61 This presentation contains general information only and Deloitte is not, by means of this presentation, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This presentation is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this presentation For information, contact Deloitte Touche Tohmatsu Limited.
62 About Deloitte Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ( DTTL ), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as Deloitte Global ) does not provide services to clients. Please see for a more detailed description of DTTL and its member firms For information, contact Deloitte Touche Tohmatsu Limited.
Mergers & Acquisitions A Strategic Tax Perspective
Mergers & Acquisitions A Strategic Tax Perspective National Level Workshop, 26 May Sri Bhagwan Mahaveer Jain College of Engineering Accretive Business Consulting Private Limited Tax Aligned with Business
Spain Tax Alert. Corporate tax reform enacted. Tax rate. Tax-deductible expenses. International Tax. 2 December 2014
International Tax Spain Tax Alert 2 December 2014 Corporate tax reform enacted Contacts Brian Leonard bleonard@deloitte.es Francisco Martin Barrios fmartinbarrios@deloitte.es Elena Blanque elblanque@deloitte.es
GLOBAL GUIDE TO M&A TAX
Quality tax advice, globally GLOBAL GUIDE TO M&A TAX 2013 EDITION www.taxand.com CYPRUS Cyprus From a Buyer s Perspective 1. What are the main differences among acquisitions made through a share deal versus
Taxation of Cross-Border Mergers and Acquisitions
KPMG INTERNATIONAL Taxation of Cross-Border Mergers and Acquisitions Panama kpmg.com 2 Panama: Taxation of Cross-Border Mergers and Acquisitions Panama Introduction The signing of several Free Trade Agreements
Hong Kong. Country M&A Team Country Leader ~ Nick Dignan Guy Ellis Rod Houng-Lee Anthony Tong Sandy Fung Greg James Louise Leung Nicholas Lui
Hong Kong Country M&A Team Country Leader ~ Nick Dignan Guy Ellis Rod Houng-Lee Anthony Tong Sandy Fung Greg James Louise Leung Nicholas Lui Mergers & Acquisitions Asian Taxation Guide 2008 Hong Kong March
Investment into Canada
Asia Pacific International Core of Excellence Investment into Canada Chris Roberge Deloitte AP ICE - Canada Vanessa Poon Deloitte AP ICE Canada June 6, 2012 Agenda Canadian tax regime overview Introduction
Macau SAR Tax Profile
Macau SAR Tax Profile Produced in conjunction with the KPMG Asia Pacific Tax Centre Updated: June 2015 Contents 1 Corporate Income Tax 1 2 Income Tax Treaties for the Avoidance of Double Taxation 5 3 Indirect
International Tax Aspects of Mergers, Acquisitions and Corporate Finance
Overview and Learning Objectives This course is designed to provide participants with an in-depth analysis of the tax consequences arising from cross-border M&A and corporate financing transactions. The
Tax highlights. Key developments this week. 10 November 2014. Contents:
Tax highlights 10 November 2014 Contents: Key developments OECD releases discussion draft on Action 7 of BEPS Action Plan OECD releases discussion draft on Action 10 of BEPS Action Plan Weekly tax news
Mexico Mergers and acquisitions involving Mexican assets
p84-88 IM&A - Chevez Rulz 21/03/2013 08:44 Page 84 Mexico Mergers and acquisitions involving Mexican assets by Ricardo Rendon and Layda Carcamo, Chevez, Ruiz, Zamarripa y Cia, S.C. Whenever a corporate
Updated Regulations regarding Withholding Tax in China
Updated Regulations regarding Withholding Tax in China Fiona Fan Director, Accounting Services NCO China Oct 13, 2010 Agenda Key concepts and regulations about withholding tax in China Relationship between
Hong Kong s Role Your China Market Entry & Strategies
Intertrust Katherine Chiu October 2007 1 Hong Kong s Role Your China Market Entry & Strategies Katherine Chiu Intertrust Katherine Chiu October 2007 2 Welcome to China!!! Intertrust Katherine Chiu October
Update. SEBI introduces REIT in India- issues draft SEBI (Real Estate Investment Trusts) Regulations, 2013. CS Vinita Nair vinita@vinodkothari.
SEBI introduces REIT in India- issues draft SEBI (Real Estate CS Vinita Nair vinita@vinodkothari.com Date: October 16, 2013 Check at: http://india-financing.com/staff-publications.html for more write ups.
OECD Tax Alert. BEPS action 2: Neutralizing the effects of hybrid mismatch arrangements. OECD proposals. International Tax. 16 October 2015.
International Tax OECD Tax Alert Contacts Bill Dodwell bdodwell@deloitte.co.uk Joanne Bentley jcbentley@deloitte.co.uk Joanne Pleasant jmpleasant@deloitte.co.uk Simon Cooper sjcooper@deloitte.co.uk David
New Zealand. Country M&A Team Country Leader ~ Peter Boyce Declan Mordaunt Mike Morgan Eleanor Ward Ian Fay Michelle Redington Ravi Mehta
New Zealand Country M&A Team Country Leader ~ Peter Boyce Declan Mordaunt Mike Morgan Eleanor Ward Ian Fay Michelle Redington Ravi Mehta Mergers & Acquisitions Asian Taxation Guide 2008 New Zealand March
Chamber of Income-tax Consultants Tax deduction at source from payments to Non-residents August 2006 Naresh Ajwani Chartered Accountant
Chamber of Income-tax Consultants Tax deduction at source from payments to Non-residents August 2006 Naresh Ajwani Chartered Accountant Importance of the subject: The subject of Tax deduction at source
A Global Guide To M&A Germany
A Global Guide To M&A Germany by Nicole Fröhlich, Luther Rechtsanwaltsgesellschaft mbh (Taxand Germany) Contact: Nicole Froehlich nicole.froehlich@ luther-lawfirm.com, T. +49 69 27229 24830 This article
Utilising British Virgin Islands and Cayman Islands entities for Private Equity Investment into China
Utilising British Virgin Islands and Cayman Islands entities for Private Equity Investment into China Hong Kong/Investment Funds/525578 As offshore legal counsel based in Hong Kong, we commonly deal with
Real estate acquisition structures in Europe: the main tax issues
Real estate acquisition structures in Europe: the main tax issues The increasing budget requirements of European countries and their implications for taxpayers CMS Annual Tax Conference - Thursday 9 February
Tax Overview Setting up a Fund Manager in Singapore
www.pwc.com Tax Overview Setting up a Fund Manager in Singapore 8 July 2014 Singapore Agenda - Overview of Singapore tax system - Taxation of fund manager and individuals - Treatment of onshore and offshore
Real Estate Going Global Singapore
www.pwc.com/goingglobal Real Estate Going Global Singapore Tax and legal aspects of real estate investments around the globe 2012 Real Estate Going Global Singapore 1 Contents Contents Contents... 2 Real
Chile Tax Alert. Amended tax reform bill approved by Senate. Dual tax system. International Tax. 23 August 2014
International Tax Chile Tax Alert 23 August 2014 Amended tax reform bill approved by Senate Contacts Regina Scherzer rescherzer@deloitte.com Joseph Courand Jcourand@deloitte.com Hugo Hurtado hhurtado@deloitte.com
BUDGET2 15 REFORMS & PROGRESS THE WAY FORWARD
Direct Taxes BUDGET2 15 Highlights 28 February 2015 www.deloitte.com/in Personal Taxation No change in income slabs or tax rates. Additional surcharge at 2% to be levied on individuals having income exceeding
PAPER IIA UNITED KINGDOM OPTION
THE ADVANCED DIPLOMA IN INTERNATIONAL TAXATION June 2008 PAPER IIA UNITED KINGDOM OPTION ADVANCED INTERNATIONAL TAXATION TIME ALLOWED 3¼ HOURS You should answer FOUR out of the seven questions. Each question
U.S. Taxation of Foreign Investors
PART OF THE LEHMAN TAX LAW KNOWLEDGE BASE SERIES United States Taxation Of Investors U.S. Taxation of Foreign Investors Non Resident Alien Individuals & Foreign Corporations By Richard S. Lehman Esq. TAX
Individual income tax
International Tax Puerto Rico Tax Alert 12 June 2015 Tax reform enacted Contacts Francisco A. Castillo fcastillo@deloitte.com Ricardo Villate rvillate@deloitte.com Michelle Corretjer mcorretjer@deloitte.com
IE Singapore iadvisory Seminar Doing Business in Japan: General Overview of Taxation in Japan
IE Singapore iadvisory Seminar Doing Business in Japan: General Overview of Taxation in Japan KPMG Tax Corporation March 12, 2013 Overview of Japanese tax (1/4) In general, a high tax jurisdiction Primary
Cayman Islands Companies: The Asia Connection
BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS CYPRUS DUBAI HONG KONG LONDON MAURITIUS MOSCOW SÃO PAULO SINGAPORE conyersdill.com December 2010 Cayman Islands Companies: The Asia Connection The Cayman Islands
Tax Due Diligence in the Mergers and Acquisitions Process
Tax Due Diligence in the Mergers and Acquisitions Process Thomas J. (T.J.) Neville J. Brian Davis TEI Baltimore/Washington Chapter 13th Annual Tax Education Day December 4, 2013 2013 IPB and J. Brian Davis
Newsletter UK Tax Update 2009
May 2009 Ernst & Young Shinnihon Tax JAPAN Newsletter UK Tax Update 2009 Contents 1. Dividend exemption 2. Worldwide Debt Cap ( WWDC ) 3. Tax and Risk Management The UK Government has recently published
ACQUISITIONS IN CHINA : ASSET OR SHARE DEAL?
The opportunities offered to foreign investors by the Chinese mergers and acquisitions market are increasing every year: in 2010, transactions involving foreign companies came to 60.1 billion euros, an
WELCOME MIKE STRAWSON LEAD ASSOCIATE CHAMBER INTERNATIONAL
WELCOME MIKE STRAWSON LEAD ASSOCIATE CHAMBER INTERNATIONAL Premier Farnell Chamber International Rob Rospedzihowski, Director - Global Supplier Management Slide 3 Slide 4 Our Premier Farnell Brands Our
Cross Border Tax Issues
Cross Border Tax Issues By Reinhold G. Krahn December 2000 This is a general overview of the subject matter and should not be relied upon as legal advice or opinion. For specific legal advice on the information
TAXATION AND FOREIGN EXCHANGE
This appendix contains a summary of laws and regulations in respect of taxation and foreign exchange in Hong Kong and the PRC. I. TAXATION IN THE PRC 1. Taxes Applicable to Joint-Stock Limited Companies
MALTA: A JURISDICTION OF CHOICE
MALTA: A JURISDICTION OF CHOICE LONDON - September 2012 Doing business from Malta can make a huge difference for your business UHY BUSINESS ADVISORY SERVICES LIMITED Updated September, 2012 An attractive
Director s Fees: An overview of corporate and personal tax compliance for Canadian companies and their directors
www.pwc.com/ca Human Resource Services Webcast Director s Fees: An overview of corporate and personal tax compliance for Canadian companies and their directors Administrative Information 60 minute webcast
Creating imaginative spaces across India. NRI/PIO/OCI Real Estate Investment Guidelines
Creating imaginative spaces across India NRI/PIO/OCI Real Estate Investment Guidelines C O N T E N T S NRI/PIO/OCI Definition and general guidelines 04 Documents required for buying property 06 Tax on
Buying and selling an unincorporated business
Introduction This section covers the main tax issues that arise when buying or selling a business owned by a sole trader, a partnership or a company. The tax consequences differ, depending on whether the
Financial Reporting for Taxes
Financial Reporting for Taxes TEI May A&A Update Meeting Acquisition accounting May 8, 2012 Orlando, FL Wendi Christensen Deloitte Tax LLP wendichristensen@deloitte.com Agenda Disclosures and supporting
United States Tax Alert
ba International Tax United States Tax Alert Contacts Jeff O Donnell jodonnell@deloitte.com Paul Crispino pcrispino@deloitte.com Jamie Dahlberg jdahlberg@deloitte.com Irwin Panitch ipanitch@deloitte.com
International Financial Reporting Standards (IFRS)
FACT SHEET September 2011 IAS 12 Income Taxes (This fact sheet is based on the standard as at 1 January 2011.) Important note: This fact sheet is based on the requirements of the International Financial
Bosera ETFs. Bosera FTSE China A50 Index ETF
Important: If you are in any doubt about the contents of this Addendum, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. This Addendum forms an integral
Tax Impacts to Structure Investments in Brazil Debt or Equity. Andrea Bazzo Lauletta November 2012
Tax Impacts to Structure Investments in Brazil Debt or Equity Andrea Bazzo Lauletta November 2012 Introduction Brazilian Scenario for Non-Resident Investments Brazil has a specific set of rules for non-resident
INVESTING VIA THE NETHERLANDS OVERVIEW, FEATURES AND STRUCTURING POSSIBILITIES
INVESTING VIA THE NETHERLANDS OVERVIEW, FEATURES AND STRUCTURING POSSIBILITIES Contents 1. General: Tax rate and tax base, tax treaty 2. Trademark structure 3. Interest free loan structure 4. Confidentiality
Expanding into Brazil
Expanding into Brazil Support for your Business kpmg.ie Expanding into Brazil 1 Are you looking to expand your business into Brazil? Dynamic Irish businesses are looking to new markets to expand and grow.
Hong Kong (Brenda Chan, Nexia Charles Mar Fan & Co, brenda@charles-marfan.com) Reviewed January 2015
Hong Kong (Brenda Chan, Nexia Charles Mar Fan & Co, brenda@charles-marfan.com) Reviewed January 2015 I MAIN LEGAL FORMS Legal form Characteristics Partnership and Limited Liability Partnership (LLP) Private
Consolidated balance sheet
Consolidated balance sheet Non current assets 31/12/2009 31/12/2008 (*) 01/01/2008 (*) Property, plant and equipment 1,352 1,350 1,144 Investment property 7 11 11 Fixed assets held under concessions 13,089
FEDERAL TAXATION OF INTERNATIONAL TRANSACTIONS
Chapter 10 FEDERAL TAXATION OF INTERNATIONAL TRANSACTIONS Daniel Cassidy 1 10.1 INTRODUCTION Foreign companies with U.S. business transactions face various layers of taxation. These include income, sales,
Japan: Inbound Tax Alert 2015 Tax Reform Proposals - Announced
Japan: Inbound Tax Alert 2015 Tax Reform Proposals Announced January 2015, No.10 On 30 December 2014, the ruling coalition parties of Japan released the Outline of the 2015 Tax Reform Proposals (the, Proposal
Income Basic Tax, Otherwise Known as Alternative Minimum Tax ("AMT")
Corporate Taxation System in Taiwan Corporate Income Tax The amount of income of a profit-seeking enterprise shall be the net income, i.e., the gross yearly income after deduction of all costs, expenses,
Business Succession Planning With ESOPs
acumen insight Business Succession Planning With ESOPs Presented by Alan Taylor, CPA Partner ideas attention reach expertise depth agility talent Disclaimer Information contained herein is of a general
Taxation of Cross-Border Mergers and Acquisitions
KPMG INTERNATIONAL Taxation of Cross-Border Mergers and Acquisitions New Zealand kpmg.com 2 New Zealand: Taxation of Cross-Border Mergers and Acquisitions New Zealand Introduction This chapter addresses
1. This Notice is issued pursuant to section 55 of the Banking Act (Cap. 19) (the Act ) and applies to all banks in Singapore.
MAS NOTICE 632 13 January 2011 Last revised on 28 June 2013 NOTICE TO BANKS BANKING ACT, CAP 19 RESIDENTIAL PROPERTY LOANS 1. This Notice is issued pursuant to section 55 of the Banking Act (Cap. 19) (the
Pros and Cons. Moving your Company s operations and executives from Hong Kong to Singapore. Shanker Iyer Sanjay Iyer 9 February 2015 IYER PRACTICE
Moving your Company s operations and executives from Hong Kong to Singapore Pros and Cons Shanker Iyer Sanjay Iyer 9 February 2015 SINGAPORE HONGKONG 20 YEARS IN PRACTICE AGENDA 1. General Background 2.
Pros and Cons. Moving your Company s operations and executives from Hong Kong to Singapore. Shanker Iyer Sanjay Iyer 9 February 2015 IYER PRACTICE
Moving your Company s operations and executives from Hong Kong to Singapore Pros and Cons Shanker Iyer Sanjay Iyer 9 February 2015 SINGAPORE HONGKONG 20 YEARS IN PRACTICE AGENDA 1. General Background 2.
Taxation of Cross-Border Mergers and Acquisitions
KPMG International Taxation of Cross-Border Mergers and Acquisitions Colombia kpmg.com 2 Colombia: Taxation of Cross-Border Mergers and Acquisitions Colombia Introduction Cross-border merger and acquisition
CORPORATE MEMBERS OF LIMITED LIABILITY PARTNERSHIPS
1. INTRODUCTION CORPORATE MEMBERS OF LIMITED LIABILITY PARTNERSHIPS 1.1 This note, prepared on behalf of the Company Law Committee of the City of London Law Society ( CLLS ), relates to BIS request for
Slovenia. Chapter. Avbreht, Zajc & Partners Ltd. 1 General: Treaties. 2 Transaction Taxes. Ursula Smuk
Chapter Avbreht, Zajc & Partners Ltd. Ursula Smuk 1 General: Treaties 1.1 How many income tax treaties are currently in force in? 44 income tax treaties are currently in force in. 1.2 Do they generally
Session 19 -Taxable acquisitions
-Taxable acquisitions Acquire stock or assets? Assume that Buyer Corporation wants to acquire the business of Target Corporation Target's assets have appreciated and are worth more than their tax basis
DOING BUSINESS IN AUSTRALIA
DOING BUSINESS IN AUSTRALIA DEMOGRAPHICS The population of Australia is approximately 22 million. There are six states and two territories. The capital city is Canberra which is located in the Australian
Tax Analysis. China relaxes foreign exchange procedures on outbound payments. for trade in services. PRC Tax. Tax Issue P184/2013 26 July 2013
Tax Issue P184/2013 26 July 2013 Tax Analysis Authors: Hong Ye Tel: +86 21 6141 1171 Email: hoyeqinli@qinlilawfirm.com 1 PRC Tax China relaxes foreign exchange procedures on outbound payments for trade
2014: Important Information for Individuals about Foreign Tax Paid
Important Tax Information 2014: Important Information for Individuals about Tax Paid The Fidelity funds listed below paid taxes outside the United States on income from foreign investments during 2014.
Business Breakfast. Information on assets hide impossible to declare. Private client services
Business Breakfast Information on assets hide impossible to declare Private client services Key decision making factors Changes Controlled foreign company rules Notification of participation Notification
3. CONSOLIDATED QUARTERLY FINANCIAL STATEMENTS
3. CONSOLIDATED QUARTERLY FINANCIAL STATEMENTS (1) Consolidated Quarterly Balance Sheets September 30, 2014 and March 31, 2014 Supplementary Information 2Q FY March 2015 March 31, 2014 September 30, 2014
Guide to Japanese Taxes
Guide to Japanese Taxes CONTENTS 1. Introduction --------------------------------------------------------------------------------------------- 1 (1) Principle of Taxation under the Law (2) Self-Assessment
TAXATION AND FOREIGN EXCHANGE
TAXATION OF EQUITY HOLDERS The following is a summary of certain PRC and Hong Kong tax consequences of the ownership of H Shares by an investor that purchases such H Shares in the Global Offering and holds
Sri Lanka Tax Profile
Sri Lanka Tax Profile Produced in conjunction with the KPMG Asia Pacific Tax Centre Updated: September 2014 Contents 1 Corporate Income Tax 1 2 Income Tax Treaties for the Avoidance of Double Taxation
AHLA. E. Multi-Entity Health Care Acquisitions Pre and Post-Closing Tax Considerations
AHLA E. Multi-Entity Health Care Acquisitions Pre and Post-Closing Tax Considerations Cynthia M. Leon Vice President, Legal Transactions / Tax Catholic Health Initiatives Englewood, CO Nancy Murphy KPMG
Treatment of COD Income by Partnerships
Treatment of COD Income by Partnerships Stafford Presentation January 28, 2015 Polsinelli PC. In California, Polsinelli LLP Allocation of COD Income COD income is allocated to those partners who are partners
Worldwide debt cap. The Bad bit of Foreign Profits 10 July 2009 Bill Dodwell
Worldwide debt cap. The Bad bit of Foreign Profits 10 July 2009 Bill Dodwell Debt Cap WW debt cap - introduction Timeline Overall concept What s in the Finance Bill? Next steps Trailed at PBR2006 and Budget2007,
Hong Kong Professional Liability Regional Symposium Emerging Products for Emerging Markets: Warranty and Indemnity Insurance
Hong Kong Professional Liability Regional Symposium Emerging Products for Emerging Markets: Warranty and Indemnity Insurance 24 September 2013 Hong Kong Warranty and Indemnity Insurance: 101 A transaction
TAX PRACTICE GROUP Multi-Jurisdictional Survey TAX DESK BOOK
TRINIDAD AND TOBAGO Introduction TAX PRACTICE GROUP Multi-Jurisdictional Survey TAX DESK BOOK CONTACT INFORMATION Myrna Robinson-Walters M. Hamel-Smith &Co Eleven Albion, Dere and Albion Streets, Port-of-Spain,Trinidad
Baidu Announces First Quarter 2015 Results
Baidu Announces First Quarter 2015 Results BEIJING, China, April 29, 2015 Baidu, Inc. (NASDAQ: BIDU) ( Baidu or the Company ), the leading Chinese language Internet search provider, today announced its
Invesco Funds Series 1-5 Consolidated Prospectus
Invesco Funds Series 1-5 Consolidated Prospectus 26 November 2010 Invesco Funds Series 1 Invesco Funds Series 2 Invesco Funds Series 3 Invesco Funds Series 4 Invesco Funds Series 5 Each an open-ended umbrella
Monaco Corporate Taxation
Introduction Monaco is a sovereign principality. France is a guarantor of the sovereignty and territorial integrity of Monaco, while Monaco is to conform to French interests. Although the Prince is the
India regulations for mobile employees A preview
India regulations for mobile employees A preview For private circulation only November 2013 www.deloitte.com/in 2 Contents Taxation of outbound employees 4 1. India taxes - What you need to know 5 2. Direct
Spanish Tax Facts. The Expatriate Financial Guide to Spain
The Expatriate Financial Guide to Spain Spanish Tax Facts Introduction Tax Year Assessment Basis Taxation in Spain occurs at a national level and at a regional ( Autonomous Community ) or municipal level.
S Corporations: 2013 Tax Update and M&A Issues & Considerations. November 15, 2013
S Corporations: 2013 Tax Update and M&A Issues & Considerations November 15, 2013 48th Annual Bank & Capital Markets Tax Institute S Corporations: 2013 Tax Update and M&A Issues & Considerations November
Australia Tax Alert. Budget 2013-14 targets debt funding by multinationals. Thin capitalization rules. International Tax. 15 May 2013.
International Tax Australia Tax Alert Contacts Peter Madden pmadden@deloitte.com.au Claudio Cimetta ccimetta@deloitte.com.au Vik Khanna vkhanna@deloitte.com.au Alyson Rodi arodi@deloitte.com.au David Watkins
Tax for the Non-Tax Lawyer
Tax for the Non-Tax Lawyer Tuesday, September 9, 2014 Presented By: Thomas May, Partner, Baker & McKenzie LLP Alan Zoccolillo, Partner, Baker & McKenzie LLP 1 Agenda 2 Topics to be covered: Overview of
Life Settlements: Using Irish Vehicles to minimise US Taxes on Life Settlement Payments
Life Settlements: Using Irish Vehicles to minimise US Taxes on Life Settlement Payments LIFE SETTLEMENTS: USING IRISH VEHICLES TO MINIMISE US TAXES ON LIFE SETTLEMENT PAYMENTS Introduction We have seen
CYPRUS TAX CONSIDERATIONS
TAXATION The following summary of material Cyprus, US federal income and United Kingdom tax consequences of ownership of the GDRs is based upon laws, regulations, decrees, rulings, income tax conventions
[ 2 ] Basic Securitization Structure. [ 1 ] Securitization and Monetization. Ⅰ Basic Structure of Real Estate Securitization. Structured finance
![[ 2 ] Basic Securitization Structure. [ 1 ] Securitization and Monetization. Ⅰ Basic Structure of Real Estate Securitization. Structured finance](/thumbs/27/10258814.jpg "[ 2 ] Basic Securitization Structure. [ 1 ] Securitization and Monetization. Ⅰ Basic Structure of Real Estate Securitization. Structured finance")
Ⅰ Basic Structure of Real Estate Securitization [ 1 ] Securitization and Monetization Asset securitization is where a financial institution or other business that owns assets places those assets in a structure
Captive Insurance Companies: Current Lay of the Land. Fred Thomas, Deloitte Tax Natasha Ng, Deloitte Tax
Captive Insurance Companies: Current Lay of the Land Fred Thomas, Deloitte Tax Natasha Ng, Deloitte Tax Background What is a captive insurance company? In general, a captive insurance company is an insurance
CREDIBLE RELIABLE CONNECTED
MALTA 2 CREDIBLE RELIABLE CONNECTED ALTER DOMUS Malta ALTER DOMUS Alter Domus is a leading European provider of Fund and Corporate Services, dedicated to international private equity & infrastructure houses,
Actuarial Society of India
Actuarial Society of India EXAMINATIONS November 2004 SUBJECT - 108: Finance and Financial Reporting Indicative Solution S-108 Page 1 of 7 1 D 2 C 3 B 4 D 5 D 6 A 7 B 8 C 9 B 10 D 11 Trade credit is short-term
Deloitte Malta Financial Advisory Services January 2016. Independent Business Review The Deloitte methodology
Deloitte Malta Financial Advisory Services January 2016 Independent Business Review The Deloitte methodology The Deloitte story Deloitte drives progress. Our firms around the world help clients become
New incentive regimes in Thailand IHQ and ITC June 2015. Anthony Visate Loh
New incentive regimes in Thailand IHQ and ITC June 2015 Anthony Visate Loh Overview 2 Overview of incentive regimes in Thailand Old regimes Regional Operating Headquarters (ROH) Regime The first ROH regime
THE TAXATION INSTITUTE OF HONG KONG CTA QUALIFYING EXAMINATION PILOT PAPER PAPER 5 ADVANCED TAXATION PRACTICE
THE TAXATION INSTITUTE OF HONG KONG CTA QUALIFYING EXAMINATION PILOT PAPER PAPER 5 ADVANCED TAXATION PRACTICE Advance Tax- pilot_1007_q&a_jy R28/3/2013 1 QUESTIONS Section A Case Answer Question 1 in this
Introduction to Tax Equity Structures Part II. Tom Stevens Bill Fisher Deloitte Tax LLP
Introduction to Tax Equity Structures Part II Tom Stevens Bill Fisher Deloitte Tax LLP September 29, 2014 Introduction to Tax Equity Structures Part I Summary of Qualifying Resources and Facilities Partnership
TAX PRACTICE GROUP Multi-Jurisdictional Survey TAX DESK BOOK
ICELAND Introduction TAX PRACTICE GROUP Multi-Jurisdictional Survey TAX DESK BOOK CONTACT INFORMATION Ólafur Kristinsson LOGOS legal services Efstaleiti 5 108 Reykjavík Iceland +354-5400300 olafurk@logos.is
Limited Liability Partnership
Limited Liability Partnership Partnership Company Origin of LLP Overview Key norms of LLP Taxation Norms Pros and Cons 2 Overview 3 Origin of LLP Limited partnership had its origin in Italy. Eventually
Dealing with tax complexities in Brazil
Dealing with tax complexities in Brazil By: Dudley Juana Anderson Dutra AGENDA Tax complexities in Brazil 1. Overview of main taxes in Brazil IRPJ and CSLL Gross Revenue Taxes: PIS and COFINS Indirect
Setting up your Business in SINGAPORE Issues to consider
SINGAPORE is commerce, industry, heritage, culture and entertainment all rolled into a little island of slightly over 700 square kilometres with a population of 5.4 million. Here at the crossroads of Asia,
Holding companies in Ireland
Holding companies in Irel David Lawless Paul Moloney Dillon Eustace, Dublin Irel has long been a destination of choice for holding companies because of its low corporation tax rate of 12.5 percent, participation
Advance Pricing Agreement Frequently Asked Questions
Advance Pricing Agreement Frequently Asked Questions September 2012 The concept of Advance Pricing Agreement (APA) has been introduced in India. The Central Board of Direct Taxes has recently notified
PRIVATE WEALTH MANAGEMENT COMPANIES
PRIVATE WEALTH MANAGEMENT COMPANIES (SPFs) www.bdo.lu 2 Private Wealth Management Companies (SPFs) TABLE OF CONTENT FOREWORD 3 1. INTRODUCTION 4 2. ACTIVITIES OF AN SPF 2.1 Permitted activities...5 2.2
Corporate Taxation Chapter Eight: Taxable Acquisitions
Presentation: Corporate Taxation Chapter Eight: Taxable Acquisitions Professors Wells March 18, 2013 Chapter 8 Taxable Corporate Acquisitions/Dispositions Corporate ownership disposition options: 1) Sale
Singapore s Tax Appeal for Funds and Fund Managers
Singapore s Tax Appeal for s and Managers Tax incentives for funds and fund managers in Singapore Singapore is a key location for fund managers of private equity, real estate and hedge funds to be based
LEGAL FLASH I SHANGHAI OFFICE
LEGAL FLASH I SHANGHAI OFFICE Special edition 2013 INDEX UPDATE ON TAX REGULATIONS 2013 2 INTERIM PROVISIONS ON LABOR DISPATCH 5 UPDATE ON TAX REGULATIONS 2013 We started our special edition updates last