股票課稅政策對併購軟體開發團隊之影響

Abstract

員工分紅費用化於97 年1 月1 日正式上路後，員工分紅之處理已回歸到一般公認會計原則，視之為費用，不再是盈餘分配。對於新創軟體團隊因為相對併購風險較高，常會利用以股作價，或是股權交換方式併購，這種情況下費用支出對於併購者在費用上影響不大，但對於受併購方如果為未上市公司或是小型創業團隊，將會產生稅務上的巨大影響，特別是在軟體產業中，因為固定資產比重相對較低，當被併購團隊所擁有之技術具有潛力而被認定有較高股票價格時，所申報之股權移轉將會全數計入團隊成員之個人所得被預先課以相對高之稅額；且由於軟體產業中「人」與「人所擁有之技術」是最重要的併購標的，一般公司對於被併購軟體團隊之主要成員幾乎都會採取一定之「鎖股期」，因此亦無法透過將股票賣出來支付稅款，所以在併購談判過程，將會面臨更多之變數以及增加併購之稅務補償成本。 本文之研究之目的，在於利用國內外個案中所面臨之問題與解決方案，探討這類稅制問題對於軟體產業擴大競爭力之影響與企業目前因應之方法；透過台灣、美國的相關案例對比，對政府相關單位提出政策上之建言，期待藉由相關稅務上之配套政策可以為台灣未來的軟體產業規模化有所助益，提升國家在軟體產業上的整體競爭力。

Since the law of expensing employee bonus on industry’s profit-sharing has put into effect in January 1, 1997 in Taiwan, the employee bonus has been returned to the general accounting principles as the cost, which cannot be recognized as the distribution of earnings. As the risk for a startup software team is relative high, the exchange of stock or issuing the stock option to the core team becomes the typical options for enterprise to reduce the level of risk while acquiring the startup teams. In most cases, the cost of expenditure for mergers and acquisitions was not significant, however the core team of acquired companies will have a huge tax impact when they are unlisted companies or small start-ups. The situation is more critical in the software industry, where the share of fixed assets is relatively low, and when the technology owned by the M & A team has the potential to be identified as having a higher share price, the declared equity transfer will be fully credited to the individual income of the core team members with a relatively high amount of tax in advance. As the 'people' and 'technology owned by the person' in the software industry are the most important acquisition targets, most companies adopt a 'lock-up period' on the stocks for the key persons of the acquired software team to secure the value of acquisitions, therefore, they will not be able to pay their personal tax by selling their shares in this period. To have the compensation on the increased tax, the negotiation process of M & A will involve more risks and increases the cost of merger. The purpose of this research is to explore the impact of such tax system on the expansion of the competitiveness of the software industry and the current business response strategies by analyzing the problems and solutions happened in the domestic and international cases. By comparing the relevant cases in Taiwan and the United States, this theses will raise some suggestions on policies to companies and relevant government agencies and look forward to supporting the large-scale development of Taiwan's software industry in the future through the related taxation related policies, and enhance the overall competitiveness of the country in the software industry as well.