According to the law, individuals and organizations that transfer shares or contributed capital in the company must declare and pay income tax arising from the transfer of shares or contributed capital. However, many people do not know about this regulation, leading to many cases where tax authorities send notices of tax arrears after the transfer of shares and contributed capital has been completed. Therefore, DHP Law Firm would like to introduce the legal regulations on transfer of shares and contributed capital.
- Taxable objects
Organizations and individuals transfer shares and contributed capital in the company.
- Tax rate
Transfer of shares
For the organization
The corporate income tax rate payable is 20%. So the tax payable is 20% of the taxable income. Taxable income is determined as follows:
| Income taxes | = | Securities selling price | – | Purchase price of transferred securities | – | Transfer cost |
In there:
- Selling price
For listed securities and securities of unlisted public companies that are registered for trading at a securities trading center, the selling price of securities is the actual selling price of securities (which is the order-matching price or the selling price of the securities). agreement) according to the notice of the Stock Exchange, the securities trading center.
For securities of companies that do not fall into the above cases, the selling price of securities is the transfer price stated in the transfer contract.
- Buy price of securities
For listed securities and securities of unlisted public companies that are registered for trading at a securities trading center, the purchase price of securities is the actual purchase price of securities (which is the order-matching price or the agreed-upon price). agreement) according to the notice of the Stock Exchange, the securities trading center.
For securities purchased through auction, the purchase price of securities is the price stated on the notice of winning the share auction of the organization conducting the share auction and the payment slip.
For securities not falling into the above cases: the purchase price of securities is the transfer price stated in the transfer contract.
- Transfer costs are actual expenses directly related to the transfer, with legal documents and invoices.
For individuals
The personal income tax rate payable is 0.1%. So the amount of tax payable is 0.1% of taxable income. Taxable income is determined as the securities transfer price each time.
In which the transfer price of securities is determined as follows:
For securities of public companies traded on the Stock Exchange, the securities transfer price is the exercise price at the Stock Exchange. The exercise price is the security price determined from the order matching results or the price formed from the put-through transactions at the Stock Exchange.
For securities not falling into the above cases, the transfer price is the price stated in the transfer contract or the actual transfer price or the price according to the accounting books of the unit having the transferred securities at the time of making the financial statement. the nearest major in accordance with the law on accounting before the time of transfer.
Transfer of contributed capital
For the organization
The corporate income tax rate payable is 20%. So the tax payable is 20% of the taxable income. Taxable income is determined as follows:
| Income taxes | = | Transfer price | – | Purchase price of the transferred capital | – | Transfer cost |
In there:
- The transfer price is the total actual value received by the transferor under the transfer contract.
- Purchase price of transferred capital
If it is transfer of contributed capital to establish an enterprise, it is the value of the accumulated contributed capital up to the time of capital transfer on the basis of accounting books, records and vouchers and approved by the parties to the capital investment or to the contract. certified business cooperation contract, or audit results of an independent auditing company for enterprises with 100% foreign capital.
If it is the capital part due to the acquisition, the purchase price is the capital value at the time of purchase. The purchase price is determined on the basis of the capital contribution redemption contract and payment documents.
- Transfer costs are actual expenses directly related to the transfer, with legal documents and invoices.
For individuals
The personal income tax rate payable is 20%. So the tax payable is 20% of the taxable income. Taxable income is determined as follows:
| Income taxes | = | Transfer price | – | Purchase price of the transferred capital | – | Transfer cost |
In there:
- The transfer price is the amount that an individual receives under the capital transfer contract.
- The purchase price of the transferred capital is the value of the capital contribution at the time of capital transfer, which is determined by the total value of the initial capital contribution and additional contributions or purchases.
- Transfer costs are actual expenses incurred with legal documents and invoices.
- Time limit for declaration
For corporate income tax
The time limit for filing tax returns is the 10th (tenth) day from the date the competent authority approves the capital transfer, or the 10th (tenth) day from the date the parties agree to transfer the capital in the transfer contract. capital transfer in the case of not having to approve the capital transfer.
For personal income tax
Personal income from securities transfer
The time limit for submitting tax declaration dossiers for individuals who directly declare tax to the tax authorities is 10 (ten) days from the effective date of the securities transfer contract according to the provisions of law.
In case the enterprise pays tax on behalf of an individual, the time to submit the tax declaration dossier is at the latest before carrying out the procedures for changing the list of shareholders according to the provisions of law.
Personal income from transfer of contributed capital
The deadline for filing tax returns is the 10th (tenth) day from the date of capital transfer.
- If they fail to declare after the above time limit, they will be administratively sanctioned for late tax declaration or tax payment in accordance with the Law on Tax Administration.
Penalties for late submission of tax declaration dossiers compared with the prescribed time limit
A warning will be imposed for the act of late submission of tax declaration dossiers beyond the time limit from 1 day to 5 days with extenuating circumstances.
A fine ranging from VND 400,000 to VND 1,000,000 shall be imposed for submitting tax declaration dossiers beyond the deadline from 01 day to 10 days (except for the case of being warned above).
A fine ranging from VND 800,000 to VND 2,000,000 shall be imposed for submitting tax declaration dossiers beyond the prescribed time limit from over 10 days to 20 days.
A fine ranging from VND 1,200,000 to VND 3,000,000 shall be imposed for submitting tax declaration dossiers beyond the prescribed time limit from over 20 days to 30 days.
A fine ranging from VND 1,600,000 to VND 4,000,000 shall be imposed for submitting tax declaration dossiers beyond the prescribed time limit from over 30 days to 40 days.
A fine ranging from VND 2,000,000 to VND 5,000,000 shall be imposed for submitting tax declaration dossiers beyond the prescribed time limit from over 40 days to 90 days.
Penalties for late payment of tax
Taxpayers who pay tax later than the prescribed time limit must fully pay tax and late payment interest at the rate of 0.03%/day calculated on the late payment tax amount .
Legal basis:
- Personal income tax law 2007.
- Corporate Income Tax Law Amended in 2013.
- Law on Tax Administration 2006.
- Decree 65/2013/ND-CP guiding the Law on Personal Income Tax and the Law amending and supplementing a number of articles of the Law on Personal Income Tax.
- Decree 218/2013/ND-CP detailing and guiding the implementation of the Law on Corporate Income Tax.
Law Office Tran Duc Hung and Associates
For assistance and advice on tax issues arising from the transfer of shares, the transfer of contributed capital in the company in the best way, please contact us with the following information:
DHP LAW
Address: L4-09.OT06 Landmark 4 Building, Vinhomes Central Park 720A Dien Bien Phu, Ward 22, Binh Thanh District, City. Ho Chi Minh.Hotline: 0986.938.627Zalo, Viber, Line: 0986.938.627Facebook: facebook.com/DHPLAW
