Along with our country enterprise M & A activities have become increasingly active and growing problem, perfect the construction of the current M & a tax system in our country is increasingly protruding. Analysis of the relationship between enterprise merger and acquisition system in theory, it is to explore the improvement of logical starting point of China's tax regime of corporate mergers & acquisitions. Analysis of the relationship between enterprise merger and acquisition system in theory, is to explore the improvement of logical starting point of China's tax regime of corporate mergers &acquisitions. Generally speaking, M & A transactions are the efficiency of selection, courses in the transaction tax should remain neutral, selection of design depends on the elements of tax structure, tax, tax rate, tax base, tax preferential policies and tax collection methods, perfect change and optimization of the tax system of merger and acquisition. Enterprise merger and acquisition tax system arrangement should be mainly from the three aspects of design, income tax exemption of mergers and acquisitions applicable conditions and perfect timing acquisition system considerations.%随着我国企业并购交易活动的日益活跃和不断发展壮大，我国现行并购税制的完善建设问题也日渐凸出，从理论上对企业并购与并购税制之间的关系进行解析，是探究完善我国企业并购税制的逻辑起点。通常而言，企业并购交易是效率的选择，课于该交易的税收应保持中性，并购税制的变迁及优化完善依赖于税制结构、税种、税率、税基、税收优惠政策及税收征管办法等要素的设计选择。企业并购税制安排应着重从所得税设计、免税并购及免税并购适用条件的设定和完善并购制的时机选择等三个方面考虑。
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