After the issuance of the new Company Law, many companies are considering reducing their registered capital. So, do you need to pay taxes when reducing capital?
新《公司法》颁布后，很多公司都在考虑注册资本减资。那么，减资要不要交税？
1.When a company reduces its capital, do individual shareholders have to pay taxes or not?
1.公司减资，个人股东到底要不要交税？
The company reduces the registered capital, if it does not involve the company's undistributed profits, does not involve real money, not transferred back to the shareholders money, then it does not involve the problem of paying taxes.
Contributed to the application for capital reduction of registered capital, as long as the company does not take money from the company, that only do publicity and change registration can be.
If the company's registered capital has paid, capital reduction is paid part of the reduction, that is, in the process of capital reduction need to take away the money paid at the beginning, take the money more than the money paid at the beginning, then this part is required to pay personal tax.
公司减资减的是注册资本，如果没有涉及公司的未分配利润，没有涉及实实在在的钱，没有转回给股东钱的话，那就不涉及交税的问题。
认缴的注册资本申请减资，只要不从公司拿钱，那只做公示和变更登记就可以。
如果公司注册资本有实缴，减资减的是实缴的部分，也就是在减资过程中需要拿走当初实缴的钱，拿走的钱超过了当初实缴的钱，那这个部分是需要交个税的。
CASE1 案例1
Natural person shareholders Tom and Jerry jointly subscribed and contributed 5 million RMB to establish ABC Company, with Tom holding 60% of the shares and Jerry holding 40%. They each paid in their respective capital contributions in proportion to their shareholding, with Tom paying in 1.2 million RMB and Jerry paying in 0.8 million RMB.
ABC Company has been performing poorly, and as of December 2023, its net assets were evaluated at 1 million RMB.
In January 2024, Tom and Jerry plan to reduce the subscribed capital by 3 million RMB, while maintaining their proportional shareholding.
Q: How should Tom and Jerry pay their individual income taxes?
自然人股东Tom和Jerry共同认缴出资500万元成立ABC公司，Tom占股60%，Jerry占股40%，各按持股比例实缴资本200万元（Tom实缴120万元，Jerry实缴80万元）。
ABC公司一直经营不善，2023年12月经评估后公司净资产100万元。
2024年1月，Tom和Jerry拟将认缴减资300万元，减资后各股东持股比例不变。
问：Tom和Jerry如何缴纳个税？
Analysis 解析
Tom and Jerry plan to reduce the subscribed capital by 3 million RMB while maintaining their proportional shareholding, which means each shareholder will proportionally reduce their subscribed capital. Since Tom and Jerry did not obtain the funds from ABC Company, they do not need to pay personal income tax.
Tom和Jerry将认缴减资300万元，减资后各股东持股比例不变，说明是各股东等比例进行认缴出资额减资，Tom和Jerry也未从ABC公司取得资金，因此不需缴纳个税。
Summary 总结
Individual shareholders reduce their capital contributions in proportion, and if the reduction amount does not exceed the difference between the subscribed capital and the paid-up capital, and no cash, physical assets, or other economic benefits are obtained from the invested enterprise, individual income tax is not payable.
个人股东等比例认缴减资，减资额不超过认缴出资额与实缴资本差额且未从被投企业取得现金、实物和其他经济利益的，不缴个人所得税。
CASE2 案例2
Natural person shareholders Tom and Jerry jointly subscribed capital of 5 million RMB to establish ABC Company, with Tom holding 60% of the shares and Jerry holding 40%. They each paid up capital according to their shareholding ratios, with Tom paying 1.2 million RMB and Jerry paying 800,000 RMB.
ABC Company has been operating with liabilities, and as of December 2023, the net assets of the company were evaluated at 4 million RMB.
In January 2024, Tom and Jerry plan to reduce their subscribed capital by 3 million RMB. After the reduction, the shareholding proportions of each shareholder remain unchanged. Both of them will receive cash from ABC Company according to their shareholding ratios: Tom will receive 1.8 million RMB, and Jerry will receive 1.2 million RMB.
Q: How should Tom and Jerry pay their individual income taxes?
自然人股东Tom和Jerry共同认缴出资500万元成立ABC公司，Tom占股60%，Jerry占股40%，各按持股比例实缴资本200万元（Tom实缴120万元，Jerry实缴80万元）。
ABC公司一直负债经营，2023年12月经评估后公司净资产400万元。
2024年1月，Tom和Jerry拟将认缴减资300万元，减资后各股东持股比例不变，两人并从ABC公司按持股比例减资各取得现金：Tom取得180万元，Jerry取得120万元。
问：Tom和Jerry如何缴纳个税？
Analysis 解析
Tom needs to pay personal income tax
= (1,800,000 - 1,200,000) * 20% = 120,000 RMB
Jerry needs to pay personal income tax
= (1,200,000 - 800,000) * 20% = 80,000 RMB
Tom需要缴纳个人所得税=（180万-120万）*20%=12万元
Jerry需要缴纳个人所得税=（120万-80万）*20%=8万元
Summary 总结
If the reduction in capital by individual shareholders is proportionate and the reduction amount exceeds the investment cost, the individual shareholders' reduction in capital behavior needs to be subject to a 20% personal income tax on the capital gains from the reduction.
若是股东等比例减资而且减资金额大于投资成本，则自然人股东减资行为需要按照减资所得征收财产转让所得的20%的个税。
Therefore, whether or not tax should be paid for the reduction in capital depends on the actual situation of the company.
所以，关于减资要不要交税这个问题，要根据公司的实际情况决定。
There are two prerequisites for reducing capital and paying taxes:
①When a company's registered capital includes both paid-in and subscribed capital, during the reduction of capital, both the paid-in and subscribed portions are decreased. This can result in a reduction of the paid-in registered capital.
②If a company's undistributed profits are positive, and when reducing the paid-in registered capital, it distributes the undistributed profits, there may be a need to pay taxes.
减资交税有两个前提：
①公司注册资本既有实缴，又有认缴，在减资的时候，实缴的部分减了，认缴的部分也减了，那就会存在实缴注册资本减资。
②公司未分配利润为正数，实缴注册资本金减资的时候再分配了未分配利润，那就有需要交税的可能。
2.How is the tax treatment of capital reduction and divestment by individual shareholders?
2.个人股东的减资、撤资如何进行税务处理？
Three situations need to be distinguished.
需要区分三种情况。
①If the withdrawal amount ＞ investment cost
Taxation is required, and it is subject to individual income tax under the category of "income from transfer of property."
Taxable income = Equity transfer income obtained by the individual - Original actual contribution amount (investment) and related taxes and fees.
①撤资收回金额＞投资成本
需要交税，按照“财产转让所得”项目缴纳个人所得税。
应纳税所得额=个人取得的股权转让收入—原实际出资额（投入额）及相关税费
Note 注意
1.Equity income is full-caliber income, comprising not only equity transfer proceeds but also compensation, liquidated damages such as compensation and liquidated damages.
2.For the transfer of investment shares in non-legal person entities, individual income tax treatment is carried out in accordance with equity transfer regulations.
1.股权收入是全口径收入，既包括股权转让价款，也包括赔偿金、违约金等价外收入。
2.对非法人企业投资份额转让，比照股权转让进行个人所得税处理。
Regulation Reference 政策依据
"The Announcement of the State Administration of Taxation on the Levy of Individual Income Tax on Individuals' Termination of Investment and Business Recovery Payments" (Announcement No. 41 of 2011 of the State Administration of Taxation) stipulates: Individuals who terminate investment, joint ventures, and cooperative operations for various reasons, and obtain income from equity transfer, liquidated damages, compensation, indemnity, and other funds recovered from the invested enterprise, other investors of the invested enterprise, and cooperative operators of the cooperative project, are all subject to individual income tax. They should calculate and pay individual income tax in accordance with the provisions applicable to the "income from transfer of property" project.
《国家税务总局关于个人终止投资经营收回款项征收个人所得税问题的公告》（国家税务总局公告2011年第41号）规定：个人因各种原因终止投资、联营、经营合作等行为，从被投资企业或合作项目、被投资企业的其他投资者以及合作项目的经营合作人取得股权转让收入、违约金、补偿金、赔偿金及以其他名目收回的款项等，均属于个人所得税应税收入，应按照“财产转让所得”项目适用的规定计算缴纳个人所得税。
②If the withdrawal amount is lower than expected without justifiable reason
the tax authority has the right to verify the equity transfer income and calculate the individual income tax to be paid.
②撤资收回金额偏低却无正当理由的
税务局有权核定股权转让收入，计算缴纳个人所得税。
Regulation Reference 政策依据
In accordance with the "Announcement of the State Administration of Taxation on the Publication of the Measures for the Administration of Individual Income Tax on Income from Equity Transfer (Trial)" (Announcement No. 67 of 2014 of the State Administration of Taxation, hereinafter referred to as the "67th Announcement"), when an individual shareholder withdraws capital, it involves the company's invested funds and is considered as the company reclaiming equity. This constitutes an equity transfer transaction and requires the calculation and payment of individual income tax in accordance with the regulations of equity transfer.
依照《国家税务总局关于发布<股权转让所得个人所得税管理办法（试行）>的公告》（国家税务总局公告2014年第67号，以下简称67号公告）规定，个人股东撤资是有公司出资金的，属于公司收回股权，也是股权转让行为，需要按照股权转让计算缴纳个人所得税。
③If the withdrawal amount＜ the investment cost ，but with justifiable reasons
No individual income tax is required.
③撤资收回金额＜投资成本,但有正当理由
无需缴纳个人所得税。
Author 作者 | Alex