Corporate income tax reform 比利时公司税改革

Presentation on theme: "Corporate income tax reform 比利时公司税改革"— Presentation transcript:

1 Corporate income tax reform 比利时公司税改革
cause: 1. simplify; 2. More competitive adv – incentive for attracting FDI; 3. pressure / requirement from EU – ATAD, etc. Coen Ysebaert Weihua Huang China Practice of KPMG Belgium March，2018

2 Corporate income tax rate reduction
公司所得税率下调

3 Corporate income tax rates Europe – 2017 2017年欧洲国家公司所得税率比较
Average 2017: EU 21,9 Euro Area 24,1 (Source: Taxation Trends EU)

4 Corporate income tax rate reduction 降低比利时公司所得税率
* First EUR Income 2018 (AY 2019) 2018年收入（2019评估年度） Income 2020 (AY 2021) 2020年收入（2021评估年度） Large companies 大型企业 29,58% 25% SME* 中小企业 20,40% 20% Financial year 2018: including crisis contribution of 2% (at this moment:3%) Please Note: Document classification is not to be removed.

5 Corporate income tax rate reduction 公司所得税率下调
Condition of minimum salary for all companies, large companies included 所有企业必须满足最低工资的条件， 否则就差额部分承担另外的税负： 10%（可抵扣） （头两年为5.1%） Separate taxation (deductible) of 10% (first 2 years 5,1%) on shortage Affiliated companies where at least half of the directors are the same persons in each company 关联企业中，当至少一半的董事经理同时在每家企业中任职 Total of the salaries paid by those companies to one of those same person is considered 所有关联企业支付给同一位经理人的薪金总额 Minimum salary brought to EUR 最低合计年薪为七万五千欧元 Tax due by company with highest taxable result, among companies that do not meet salary condition 在不满足最低薪金要求的企业中，由关联企业里利润最高的企业承担 该项税负 Salary director 总监年薪 35.000 Shortage 差额 = – Taxation 税负 1.000 = 10% x Change of 4°: minimum salary of EUR for at least one director of the company (physical person, before EUR ) - Not for starters  less than 4 years founded - When profit< EUR : salary = profit Minimum salary applicable for all companies: On consolidated base? Specific tax: 5% for assesment year 2019 and % as of assessment year 2021 - Only taxation in case of positive result Please Note: Document classification is not to be removed.

6 Anti-abuse measures– reduction rate 反滥用措施 - 税率降低
Reversal of exempted provisions 已免税准备金的反转 Deferred taxation or exemption of capital gains if not reinvested in time or in case of spontaneous regularization before period expires 没有及时重新投入或者过期之 前的自发规则式的递延税项或免税的资本利得  Initial tax rate will be applicable 初始税率将适用 Only applicable if exempt reserve or provision is recorded in taxable period closing on 1 January 2017 at the earliest and 30 December 2020 at the latest仅 适用于最早于2017年一月一日和最晚在2020年12月30日纳税期间记录的免税准备或 公积， Expenses paid in advance (ex. rent)预先支付的费用（例如 租金）  New article in BITC 92: expenses that are partially related to a later period, are only spread deductible： 比利时公司税法新条款92：部分与以后期有关的费 用，只能分摊抵扣 For each reversal of provisions? Belastbare tijdperken die ten vroegste vanaf 1/1/17 afsluitren Henceforth also interest on late payments in case of spontaneous taxation of the capital gains Prepaid expenses: Antwerp March 17, 2015: Fiscal law predominates accounting law when fiscal law deviates. Please Note: Document classification is not to be removed.

7 Corporate income tax rates Europe – 2022 2022年欧洲国家公司所得税率比较

8 Entry into force 生效 As from assessment year 2019/2020/2021 linked to taxable period starting on 1 January 2018/2019/2020 at the earliest 从与最早2018/2019/2020年一月一日开始的应税年度相关联的 2019/2020/2021评估年度开始 Unless stated otherwise 除另外规定外 Any modification as from 26 July 2017 to the closing date of the financial year is without effect 2017年7月26日以后至财务年度结束日的任何改动 无效 Change of 4°: minimum salary of EUR for at least one director of the company (physical person, before EUR ) - Not for starters  less than 4 years founded - When profit< EUR : salary = profit Minimum salary applicable for all companies: On consolidated base? Specific tax: 5% for assesment year 2019 and % as of assessment year 2021 - Only taxation in case of positive result Please Note: Document classification is not to be removed.

9 Additional measures for 2018
2018年附加措施 Possible anti-abuse measure: change of financial year

10 Incremental notional interest deduction 增量虚拟利息扣除
Calculated on the additional equity of the year (capital increase and/or retained earnings) 以增加的资本和/或留存收益的增量为基础计算 No longer on total equity 不再以权益总额为基础计算 Minimum = 0 (no negative notional interest deduction) 最低为零 Spread over 5 years 5年内分摊 Example notional interest deduction Equity Increase Total Difference towards 5 years earlier Divided by 5 0,00746 Actual Year 1 20.000  149 746  Year 2 149 Year 3 Year 4 Year 5 40.000 298 1.492 Year 6 Year 7 2.238 Year 8 Year 9 30.000 224 1.865 Year 10 50.000 10.000 75 Year 11 Year 12 2.013 17.904 Basis for NID = (equity end of year X – equity end of year X-5) divided by 5 Actual: Equity previous year + changes in equity in the current year (with the assumption that change (increase) is fully accounted for) Year 12: difference should be negative, but minimum = 0

11 Minimum tax base 最低税基 Distinction between deductions (out of or in the basket) 可扣除项分为篮 子外和篮子内 First deductions out of the basket, than deductions in basket 首先按顺序 扣除篮子外的 Deductions in the basket can only be applied to 70% of the remaining taxable profit exceeding EUR 对于剩余的超过一百万欧元的应 税利润，仅能对70%做扣除 Out of the basket (in this order) In the basket (in this order) DRD of the year 本年股利收入扣除 Incremental notional interest deduction of the year 本年增量虚拟利息扣除 Deduction for patent/innovation income of the year 本年创新收入扣除 Carry forward DRD 结转的股利收入扣除 (Carry forward) investment deduction 投资扣除 Carry forward deduction for innovation income 结转的创新收入扣除 Group contribution deduction (infra) 集团贡献扣除 Tax losses carried forward 结转的亏损 (Old) carry forward notional interest deduction (unlimited) (Old) carry forward notional interest deduction (limited to 7 years) No problem with European Parent-subsidiary directive due to carry forward of DRD (within the same context who was not disputed by the EU commission (Old) carry forward notional interest deduction (limited to 60% above the one million): can, as the other deductions in the basket, be deducted up to 70% of the amount above the one million. Limitation of 70% not applicable on losses of the first 5 years for starters (companies as meant in article 145/26, §3, first alinia, 1° to 7° BITC – “tax shelter” starters)

12 Minimum tax base – example 最低税基: 举例一
Taxable profit Deductions in basket Profit Deductions Taxable Corporate income tax AY 2019 (*) 62.118 (*) = * 70 % Taxable profit of EUR and same amount of deduction in the basket EUR All deductions can be applied Full EUR deductible EUR Only 70% of deductions can be applied (70% * EUR = EUR ) On 30% of EUR (EUR ) corporate income tax will be calculated 2018: rate of 29,58% 2020: rate of 25% The non-deductible amount of the year can be carried forward unlimited. Will these amount be part of the basket? If yes, in which order will they be deductible?

13 Minimum tax base – example 最低税基: 举例二
Taxable profit Deductions out of the basket Deduciton in basket Profit Deductions Taxable Corporate income tax AY 2019 (*) (*) x 70% = <

14 Capital gains on shares 股权投资的资本利得
Abolishment of the 0,412% taxation for large companies. 取消大公司股权投资的资本利得税 Capital gains on shares exempted if: 免除的条件 Participation of 10% in the capital of the company, OR 参股至少10%， 或 Participation with acquisition value of at least EUR 收购价值至少二百五十万欧元 If not exempted: 不符合以上条件，按标准税率征收 Taxable at standard rate Capital losses on shares remain not deductible 资本损失仍旧不能抵扣 DRD: 100% instead of 95% 股息收入完全免税 WHT: exemption instead of rate of 1,6995% (Tate & Lyle) (as from 1 January 2018) 免除预提 税 Pro rata of loss carry forward in case of restructuring extend to DRD carry forward 重组时，按 比例结转 No deduction of DRD carry forward (and IID carry forward) in case of change of control 控制 转移时，结转的股利扣除不能抵减 （但有例外） That participation threshold will however not apply with respect to insurance companies’ hedging securities (dekkingsactiva / actifs de couverture).  This because of the specific nature of these assets as a guarantee to the insurance taker. DRD: Ongoing discussions to raise DRD to 100% -> last draft lax: 100% between brackets Condition needs to be fulfilled in a period of 3 years before the sale Capital gain after 31/12/17? No Quid liquidatieboni?

15 Withholding tax on reduction of capital 减资的预提税
Pro rata  reduction of capital Pro rata  distribution of taxed (and in capital incorporated exempt) reserves 将减少的资本按比例视为减资和已税公积的分配 Withholding tax of 30% 预提税率30% Unless exemption applies 符合免税条件的除外 Operations as from 1 January 2018 (decision general shareholders’ meeting) Capital 资本 50% Taxed reserves 已税公积 Reduction of capital 减资额 Distribution of taxed reserves 公积金分配 50% x Qualification as dividend same as for DRD and fairness tax Commencement: probably not work with announcement effect, discussion if it is possible that the law at the end of 2017 for personal income tax (and corporate income tax) can force the taxation at the receiver for the whole year of 2017 even when there was no withholding tax obligation at the moment of the reduction of capital. Timing difference for withholding tax (no wothholding tax on part at the time of liquidition) -> last draft law: activities as of January 1, 2018 Art. 537 BITC holding measures: no impact on later reduction of capital

16 Prepayments 预先纳税 Prepayments AY 2018 AY 2019 Reference rate 参考百分比 1%
The reference rate to calculate the penalty in absence of sufficient prepayment of the corporate income tax is increased to 3 % (actually 1 %) leading to an average penalty of 6.75 % (actually 2.25 %) 计算未充分预先纳税罚款的参考百分比提高三倍 Increase will be applied to all companies (abolition of minimum of EUR 50 or 0,5% of the tax to be paid) 适用于所有企业 Prepayments AY 2018 AY 2019 Reference rate 参考百分比 1% 3% 10/Apr 9% 10/Jul 2,5% 7,5% 10/Oct 2% 6% 20/Dec 1,5% 4,5% Penalty 罚款百分比 2,25% 6,75%

17 Non-filing or late filing of corporate tax return 未申报或晚申报公司税
Year Taxable fixed minimum profits (EUR) 应税固定最低盈利 At this moment 目前 19.000 2018 34.000 2020 40.000 2021 etc. (to be indexed) Further increase of profits 额外增加率 Second violation 第二次违规 25% Third violation 第三次违规 50% Fourth violation 第四次违规 100% Next violation 下一次违规 200%

18 Measures 2019 2019年措施 Ook maatregelen die pas ingaan vanaf 2020, zouden reeds in wetgeving worden omgezet, eventueel later nog aanpassing

19 Tax consolidation 合并纳税
Group of companies must only pay taxes on consolidated profit 集团企 业在合并利润的基础上纳税 Already exists in most EU member states 绝大多数其他欧洲国家已经实施 A + 2 MEUR 100% B - 1 MEUR Consolidation: implementation of “basic rule” in current law, at this moment high level discussed and further details will be established in the coming 2 years. Not clear of Swedish group contribution model will be introduced. Not clear what effect it will have on tax deductions, … Consolidated profit: + 1 MEUR

20 Tax consolidation 合并纳税
100% Group contribution 100% Group contribution B C B

21 Tax consolidation 合并纳税
New deduction: deduction of group contribution 集团贡献的税前扣除 Group contribution determined in agreement 集团贡献需要在协议中规定 With resident or foreign company established in EEA (permanent establishment) 在 欧洲经济区设立的居民或外国企业（常设机构） Participation of at least 90% (direct or sideways) 参股至少90%（直接或侧向） Uninterrupted during taxable period and 4 previous taxable periods 在纳税期 间并前4年纳税期见不间断持有 Foreign companies benefiting from tax regime diverging from common regime excluded 享受不同于共同体制税务优惠的外国企业除外 Foreign company established in EEA: group contribution possible in case of definitive cessation 建立于欧洲经济区外国企业：在确定终止的情况下，集团贡献是 可能的 Agreement per taxable period 需要在每个纳税期间协定 Commitment to pay compensation to another company for the surplus of tax which would otherwise be due 承诺向另外一家企业就本应缴税的盈余支付补偿 STILL LOT OF UNCERTAINTY 仍有很大的不确定性 Group: related companies (Article 11 W.Venn.) Foreign company based in EEA: no permanent establishment in BE ???

22 Implementation of ATAD I and II 执行欧盟反避税指令 I和II
CFC rules 受控外国公司法令 Income of “controlled foreign company” will be taxed, even if not effectively distributed 受控外国公司的收入即便没有分配， 也要纳税 Controlled foreign company 受控外国公司定义: More than 50% of capital/voting rights/profit AND Taxed at less than half of corporate tax due if company was established in Belgium Also for permanent establishments Both EU as non-EU But: case law Court of Justice Income: non-distributed profits from artificial constructions that have as their main purpose to obtain tax advantages 收入：主要目的为取得纳税优势而 人为构造的未分配利润 As of 2019 (AY 2020) 从2020评估年度开始执行 BE A Tax 25 B Tax 10 10 < 12,5 (=0,5 x 25)  CFC ! CFC: Another definition of control than will be assumed in hybrid mismatches Basically both EU and non-EU, but case law of the Court of Justice in Cadbury Schweppes case (on UK CFC rules) "Articles 43 EC and 48 EC must be interpreted as precluding the inclusion in the tax base of a resident company established in a Member State of profits made by a controlled foreign company in another Member State where such profits are taxed less than in the former Member State, unless such incorporation occurs in case of a completely artificial construction and is set up to avoid the normally due national tax. Therefore, such a tax measure must be excluded if objective and verifiable elements show that, despite the existence of fiscal reasons, the controlled foreign company concerned is actually established in the host Member State and actually engages in economic activities. " CFC: possibly endorsed: IP structure, finance structure (eg Swiss finance branch) Dividends paid by CFC companies are eligible for DBI to the extent that profit CFC company is taxed as CFC profit

23 Implementation of ATAD I and II 执行欧盟反避税指令 I和II
Exit tax 退出税 Outbound 出境 Already implemented 已经执行: Transfer of seat of companies 公司注册地址转移 Withdrawal of assets from a Belgian establishment 从比利时机构抽取资产 To be implemented 将要实行: Transfer of assets from a Belgian head office to a foreign permanent establishment 从比利时总部办公室转移资产到国外常设机构 Inbound 入境 Step-up 升级 Both from EU and non-EU 包括欧盟内和欧盟外 If taxed abroad: the then determined value is assumed to be the actual value 如果在境外已经纳税 ，则假设认定价值为实际价值 Otherwise, taxpayer must prove actual value 否则纳税人必须证明实际价值 Applicable to transfers as from 1 January 适用于2019年1月一日开始的转移 Outbound: The draft law now applies as a principle that the expulsion of assets in a foreign PE is immediately taxed (new Article 185/1 WIB), but this is in conflict with Article 184, §2, new fourth al. WIB will be added (the later realized added value, determined based on art185 / 1, depends on the actual value of the assets at the moment of the transaction (is the transaction = transfer?)). Or does Article 4 (4) of the new fourth paragraph means the later theoretical and additional added value in the Belgian declaration, which will be exempted because of the applicable DTT Step-up as of 2020 in function of actual taxed value (assumed to be equivalent to market value) - untaxed assets (ex-shares) are checked Inbound non-EU: step-up, but exchange of information must be possible

24 Implementation of ATAD I and II 执行欧盟反避税指令 I和II
Hybrid mismatches 混合错配 Purpose: avoidance of hybrid outcomes 目的是为了避免混合结果 Arise between affiliated companies (minimum participation or participation in profit of at least 25 or 50%) or 在两个关联企业中产生(最低参股或是利润分配权 至少25% 或50%）， 或者 Under a structured arrangement 通过税务构架协议 Two cases 两种情况： Deduction without involvement in taxable scope 没有在应税范围里的扣除 Double deduction 双重扣除 25% instead of 50% in case of payment under financial instrument - Deduction without involvement in the taxable scope: Refusal of deduction in the payer's state and, if this does not happen, in the second instance, the profit in the recipient's state; - Double deduction: Refusal of deduction in the state of the investor and, if this does not happen, in the second instance, refusal of deduction in the payer's state.

25 Measures 2020 2020年措施 Ook maatregelen die pas ingaan vanaf 2020, zouden reeds in wetgeving worden omgezet, eventueel later nog aanpassing

26 Implementation of ATAD I and II 执行欧盟反避税指令 I和II
Interest deduction limitation (30% of EBITDA) 利息扣除的限制 Almost identical to directive 基本和欧盟指令一致 Only interest on loans concluded as of June 17, 2016 Existing thin cap (5:1) remains for interest on “old” group loans and for interest paid to tax havens 资本弱化规则对“老”的集团内部贷款和支付给税收天堂的利息仍 然适用 Interest can anyway be deducted up to EUR 三百万欧元以下的利息可以完 全扣除 Calculation of interest and EBITDA: ad hoc consolidation 计算利息和EBITDA：特定 合并 Non-deductible interest without limit transferable to the following years 没有扣除的利 息可以无限期的结转到以后年度 Possibility of transfer to other group companies 转移给集团其他企业的可能性 Stand alone entities and financial companies excluded 独立实体和金融企业除外 Consolidation: correction for intra-group, Belgian transactions Financial companies: definition directive Not for loans closed in implementation of a project of public-private cooperation

27 Implementation of ATAD I and II 执行欧盟反避税指令 I和II
Interest deduction limitation (30% of EBITDA) 利息扣除的限制 As of 2020 (AY 2021) 从2020财务年度开始 ATAD: as of 2019 Belgium has used possibility to request postponement 比利时已经要求 延期 According to Belgium, existing Belgian rules are equally effective 现 有的比利时法规同等有效 Belgium has requested extension of existing regime but doubt about comparability of existing measures - not yet answer on request

28 Contact Us Coen Ysebaert Weihua Huang Tax Partner
Tel: +32 (0) Weihua Huang Senior Manager, China Practice Tel: +32 (0)

29 Thank you for your attention!
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