财税与公共管理学院知识库

2024 年的《政府工作报告》中提到：提出推进财税金融等领域改革，建设高水平社会主义市场经济体制改革先行区，谋划新一轮财税体制改革，落实金融体制改革部署。随着金融市场的发展和金融创新的推进，对赌协议作为一种新型的投融资工具应运而生。签订对赌协议已成为许多企业应对市场不确定性、降低投资风险、提高融资效率的重要手段。尤其自 2006 年蒙牛乳业对赌成功后，对赌协议在我国企业并购重组中的应用范围越来越广。而业绩补偿又是对赌协议中的核心条款之一，双方通过设置业绩目标，既可以激励被投资企业提高业绩，又同时能保护投资者的权益。但由于我国还未出台关于对赌协议业绩补偿相关的税收政策，使得在触发业绩补偿条款时产生了不少财税争议，为签订对赌协议的企业带来很大的税收风险。本文希望通过对对赌协议业绩补偿涉税问题的研究，为有同样困惑的企业提供一点参考，也希望能够间接推动我国关于对赌协议相关税收法规的完善。

首先，本文介绍了研究背景和研究意义，以及整体框架和所采用的研究方法。其次，阐述了对赌协议的定义和分类，介绍了对赌协议的法律性质和理论基础；接着对业绩补偿的概念和分类做了阐述，分析了业绩补偿税务处理的理论依据。然后，介绍了我国对赌协议业绩补偿的发展现状以及业绩补偿的税会处理现状，并列举了部分税务局业绩补偿税务处理的办法。再次，本文以A 上市公司收购C有限责任公司作为分析的对象，分析了双方签订对赌协议的动因，并从股权收购、业绩承诺、补偿方式、利润奖励、违约责任对对赌协议内容做了详细说明。分析了 A 上市公司收到盈利补偿和减值补偿的税会处理方式，分析了该笔业绩补偿是否需要缴纳企业所得税以及个人合伙人因支付业绩补偿款多缴纳的个人所得税能否退税等问题。同时，也对争议焦点的原因进行了分析。最后，得出了应将业绩补偿款冲减长期股权投资，不作为收入缴纳企业所得税和退还个人所得税的结论。本文在此基础上提出了坚持实质课税原则，完善业绩补偿相关税收政策，设计合理交易路径，加强税务机关与企业之间的信息沟通。

The 2024 Government Work Report mentions that it is proposed to promote reforms in the fields of finance, taxation and finance.Plan a new round of fiscal and taxation system reform, and implement the financial system reform and deployment. With the development of the financial market and the advancement of financial innovation, VAM as a new type of investment and financing tool has emerged. Signing VAM agreements has become an important means for many enterprises to cope with market uncertainty, reduce investment risks, and improve financing efficiency. Especially since the successful VAM of Mengniu Dairy in 2006, VAM agreements have become more and more widely used in mergers and acquisitions of Chinese enterprises. Performance compensation is one of the core clauses in the VAM agreement, and by setting performance targets, both parties can not only incentivize the investee company to improve its performance, but also protect the rights and interests of investors. However, due to the fact that China has not yet promulgated a tax policy on performance compensation for VAM agreements, many financial and tax disputes have arisen when the performance compensation clause is triggered, which has brought great tax risks to enterprises that have signed VAM agreements. This article hopes to provide a reference for enterprises with similar confusion through the study of the tax-related issues of performance compensation under VAM, and also to indirectly promote the improvement of China's tax regulations related to VAM.

First, this paper introduces the background and significance of the study, as well as the overall framework and research methodology. Secondly, the definition and classification of VAM agreements are expounded, the legal nature and theoretical basis of VAM agreements are introduced, and the rationality and applicability of the above views are analyzed. Then, the concept and classification of performance compensation are expounded, and the theoretical basis of tax treatment of performance compensation is analyzed. Then, the development status of performance compensation for VAM agreements in China and the tax treatment of performance compensation are introduced, and the tax treatment methods of performance compensation of some tax bureaus are listed. Thirdly, this paper takes the acquisition of a limited liability company by a listed company A as the object of analysis, analyzes the motivation for the two parties to enter into the VAM agreement, and gives a detailed description of the content of the VAM agreement from the perspective of equity acquisition, performance commitment, compensation method, and liability for breach of contract. This paper analyzes the tax treatment of profit compensation and impairment compensation received by listed company A, how to dispose of the performance compensation, whether it needs to pay enterprise income tax, and whether the individual income tax paid by individual partners due to the payment of performance compensation can be refunded. At the same time, the reasons for the focus of the dispute are also analyzed. Finally, it is concluded that the performance compensation should be offset against the long-term equity investment, and the enterprise income tax and individual income tax should not be refunded as income. On this basis, this paper puts forward some suggestions such as adhering to the principle of substantive taxation, improving the tax policies related to performance compensation, designing reasonable transaction paths, and strengthening information communication between different entities.