(1)通过股权转让授子激励股权的问题。如果股权转让方是公司，则向激励对象转让的股权价格不能过低(比如低于净资产价格，甚至直接以注册资本作价)，否则会存在较大的税务风险:如果股权转让方是自然人，则不涉及税务问题。
(1) The tax issue of granting incentive shares through equity transfer. If the equity transferor is a company, the price of the equity transferred to the incentive object cannot be too low (such as lower than the net asset price, or even directly priced at the registered capital), otherwise there will be significant tax risks: if the equity transferor is a natural person, there will be no tax issues involved.
不过，
山东股权激励落地公司提醒，根据财政部、国家税务总局《关于完善股权激励和技术人股有关所得税政策的通知》(财税[2016]101号)文件规定，非上市公司授予本公司员工的股票期权、股权期权、限制性股票和股权奖励，符合规定条件的，经向主管税务机关备案，可实行递延纳税政策。即员工在取得股权激励时可暂不纳税，递延至转让该股权时纳税。
However, Shandong Equity Incentive Landing Company reminded that according to the Notice on Improving the Income Tax Policies Related to Equity Incentive and Technical Human Shares (CS [2016] No. 101) issued by the Ministry of Finance and the State Administration of Taxation, the stock options, stock option, Restricted stock and equity awards granted to the employees of the Company by unlisted companies can be deferred tax policy after filing with the competent tax authority if they meet the specified conditions. When employees obtain equity incentives, they may temporarily not pay taxes and defer tax payment until the transfer of the equity.
(2)通过转增股本实施股权激励的税务问题。根据国家税务总局《关于股权奖励和转增股本个人所得税征管问题的公告》(国家税务总局公告2015年第80号)规定:
(2) The tax issue of implementing equity incentives through the conversion of capital stock. According to the Announcement of the State Administration of Taxation on the Administration of Individual Income Tax on Equity Rewards and Conversion of Capital Stock (Announcement No. 80 of 2015):
①非上市及未在中小企业股份转让系统挂牌的中小高新技术企业以未分配利润、盈余公积、资本公积向个人股东转增股本，并符合财税[2015]116号文件有关规定的，纳税人可分期缴纳个人所得税;非上市及未在中小企业股份转让系统挂牌的其他企业转增股本，应及时代扣代缴个人所得税。
① Small and medium-sized high-tech enterprises that are not listed or not listed in the national small and medium-sized enterprise share transfer system can transfer undistributed profits, surplus reserves, and capital reserves to individual shareholders to increase their share capital, and comply with the relevant provisions of the Finance and Taxation [2015] No. 116 document. Taxpayers can pay individual income tax in installments; Non listed and non listed enterprises that have not been listed on the national small and medium-sized enterprise share transfer system shall deduct and pay personal income tax in a timely manner when converting their share capital.
②上市公司或在中小企业股份转让系统挂牌的企业转增股本(不含以股票发行溢价形成的资本公积转增股本)，按现行有关股息红利差别化政策执行。
② Listed companies or enterprises listed on the national small and medium-sized enterprise share transfer system shall increase their share capital (excluding capital reserves converted from stock issuance premiums) in accordance with the current dividend differentiation policies.
③股权回购产生的税务问题。这种情况下，--般先判断由哪-方导致的回购，并由责任方承担由此产生的税务成本。实践中，一般是激励对象触发股权回购的约定条款，因而由激励对象承担税务成本比较合理。
③ Tax issues arising from equity buybacks. In this case, it is common to first determine which party caused the repurchase, and the responsible party should bear the tax costs incurred as a result. In practice, it is generally the agreed terms of the incentive object triggering the equity repurchase, so it is reasonable for the incentive object to bear the tax costs.
④分红产生的税务问题。一般由激励对象自行负担成本。根据国家税务总局《关于股权激励有关个人所得税问题的通知》(国税函[2009]461号)规定， “个人因任职、受雇从上市公司取得的股票增值权所得和限制性股票所得，由上市公司或其境内机构按照‘工资、薪金所得’项目和股票期权所得个人所得税计税方法，依法扣缴其个人所得税’
④ Tax issues arising from dividends. Generally, the tax costs are borne by the incentive recipients themselves. According to the Notice on Individual Income Tax Issues Related to Equity Incentive (Guo Shui Han [2009] No. 461) issued by the State Administration of Taxation, "income from stock appreciation rights and Restricted stock obtained by individuals from listed companies due to their employment and employment shall be withheld by listed companies or their domestic institutions according to the individual income tax calculation method of" income from wages and salaries "and stock options"
⑤转让产生的税务问题。根据财政部、国家税务总局《关于完善股权激励和技术人股有关所得税政策的通知》(财税[2016]101号)文件规定，股权转让时，按照股权转让收入减除股权取得成本以及合理税费后的差额，适用“财产转让所得”项目，按照20%的税率计算缴纳个人所得税。股权转让时，股票(权)期权取得成本按行权价确定，限制性股票取得成本按实际出资额确定，股权奖励取得成本为零。
⑤ Tax issues arising from the transfer. According to the Notice of the Ministry of Finance and the State Administration of Taxation on Improving the Income Tax Policies related to Equity Incentives and Technical Personnel Stocks (Cai Shui [2016] No. 101), when transferring equity, the "property transfer income" item shall be applied based on the difference between the equity transfer income minus the equity acquisition cost and reasonable taxes, and personal income tax shall be calculated and paid at a 20% tax rate. At the time of equity transfer, the acquisition cost of stock (option) option is determined by the exercise price, the acquisition cost of Restricted stock is determined by the actual amount of capital contribution, and the acquisition cost of equity incentive is zero.
The main five types of tax issues related to equity incentives have been explained. We hope they can provide you with good help. For more information, please come to our website http://www.lushangyun.com Consult!
13698613138
