反向併購之會計處理及稅務問題探討 －以某上市公司合併案為例

Abstract

通常企業在規劃併購活動的過程中，主要是考慮到本身策略、技術、資金、綜效、評價、法規等各層面問題，會計處理原則如公平價值衡量及商譽計算或評價將影響合併後公司財務報表表達及未來損益認列，而稅務法規或相關解釋函令的規範則影響公司及股東必須承擔的併購成本，會計處理原則及稅務成本雖不是ㄧ般併購活動中最優先考量項目，卻也是影響併購成敗的一大因素，因此在企業規劃併購前有必要將這兩項議題深入了解及評估，進行適當的併購模式安排及租稅規劃以利於併購案之成功。 本研究主要探討反向併購案例之會計與稅務問題，會計問題主要針對資產公平價值認定、商譽計算與評價、反向併購之判斷原則等法令規定或解釋函令分析，再從反向併購案例之資料研究與比較，了解反向併購合併案件在會計處理與財務報表表達之原則，其中有部分處理規範尚不完備，導致各家財務報表表達出現不一致之情形。另一個探討主題為反向併購之相關稅務問題，從企業併購法及財政部相關解釋函令進行整理及研究，在合併公司所得稅、消滅公司股東所得課稅等租稅規定及課稅爭議上進一步探討，同時在反向併購會計處理下，因為稅務上並無反向併購概念導致稅務上的處理並無特別規範，因此可能存在重複課稅之爭議與疑慮。經由本文之法規與解釋函分析與整理，再透過反向併購合併案例之探討，希望就目前在實務案例上碰到的會計與稅務問題能有進一步釐清，以供企業規劃併購案件時有所依循。

The major considerations in the merger and acquisition activities are usually strategy, technology, funding, synergy, valuation, laws and regulations and so on. The accounting processes, such as fair value valuation and goodwill appraisal, will affect the financial reporting of the consolidated group as well as its recognition of profit and loss in the future. The tax laws and related explanations will affect the merger and acquisition cost which the company and the shareholders must undertake. Both accounting process and tax cost are significant factors when evaluating a merger and acquisition proposal although they are not the first priority. For the success of merger and acquisition, the companies have to understand about tax issues and accounting processes so that an appropriate model can be planned and arranged during the process of merger and acquisition. The first objective of this study focuses on accounting processes and tax issues in reverse merger and acquisition cases. The accounting processes are mainly about fair value valuation of net assets, recognition and appraisal of goodwill, criteria of judging reverse merger and acquisition. Through the analysis and investigation on reverse merger and acquisition cases, we find the existing regulations are not sound enough for companies to comply with and therefore result in inconsistency in financial reporting. The second objective focuses on taxation in reverse merger and acquisition cases. By analyzing Business Mergers and Acquisitions Act, Income Tax Act, related explanations issued by Ministry of Finance and some related reports, we have further explored on controversies such as corporate income taxes of the acquiring company and personal income taxes of the target company’s shareholders. We find that lack of specific and detailed regulations on reverse merger and acquisition may cause dispute and confusion of double taxation. This study attempts to shed light on the inconsistency in financial reporting and provide some insight about the issue of double taxation in order to help enterprises to plan carefully when executing reverse merger and acquisition activities.