股权转让是怎么交税的,公司的股权变更它有两种情况,第一种是股权转让,第二种是增资扩股,那很多人听完这个股权架构之后,都着急的把自己的股权变更,从身份证持股变成营业执照持股,从单一结构变成三层股权架构,那你要知道，在变更的时候：

　　How to pay taxes on equity transfer? There are two situations for a company's equity change: the first is equity transfer, and the second is capital increase and expansion. After listening to this equity structure, many people are eager to change their equity, from holding shares on their ID card to holding shares on their business license, and from a single structure to a three-tier equity structure. You should know that when changing:

　　第一种情形是股权转让,但是股权转让要小心,他是要交税的,那怎么交呢,那需要看你的财务报表,你打开你们公司的财务报表,当期的财务报表当中有一栏叫所有者权益,假设这家公司的所有者权益是3000万,那就意味着这家公司的净资产数是3000万,那交多少的税呢,再来看你的注册资本金,那假设这家公司的注册资本金是1000万,而且是实缴的,那这个时候变更50%的股权,转让50%的股权,把身份证持股变成营业执照持股,这个时候要交多少的税呢,那你要知道你的净资产数是3000万,我们国家的这个税务啊，是这么规定的,你的股权转让价格不能低于净资产价,那也就意味着你的转让可以高,你可以一个亿,但是你不能低于多少呢,不能低于3000,否则你有可能会引来税务机关的关注,那这个时候转让价格是3000,你的成本价是多少,成本价是1000万嘛,注册资本金1000万是死缴,那3000万-10000000增值了多少呢,增值了2000万,那你变更多少呢,转让50%,2000万乘以50%,那你的溢价部分是1000万,1000万再乘以2%,溢价部分交20%的税负,那就交了200万的税负,那我们总结了一下,那这家公司净资产数是3000万,注册资本金实缴了1000万,转让50%,需要交200万的税.

　　The first scenario is equity transfer, but you need to be careful about it. It involves paying taxes, so how do you pay them? You need to look at your financial statements. When you open your company's financial statements, there is a column called owner's equity in the current period's financial statements. Assuming that the owner's equity of this company is 30 million, it means that the net assets of this company are 30 million. How much tax will you pay? Then look at your registered capital, assuming that the registered capital of this company is 10 million and it is actually paid, how much tax will be paid if you change 50% of the equity, transfer 50% of the equity, and change your ID card shareholding to business license shareholding? You need to know how much tax will be paid at this time. Your net assets are 30 million. According to our country's tax regulations, your equity transfer price cannot be lower than the net asset price, That means your transfer can be high, you can be one billion, but you cannot be lower than that. You cannot be lower than 3000, otherwise you may attract the attention of tax authorities. At this time, the transfer price is 3000. What is your cost price? The cost price is 10 million, and the registered capital of 10 million is mandatory. So, how much did the value increase from 30 million to 10 million? If the value increased by 20 million, how much did you change? If you transfer 50%, 20 million multiplied by 50%, then your premium part is 10 million, and 10 million multiplied by 2%. If the premium part pays 20% of the tax burden, then you pay a tax burden of 2 million. So we have summarized that the net assets of this company are 30 million, and the registered capital is 20 million. The capital has been paid in at 10 million yuan, and if 50% is transferred, a tax of 2 million yuan needs to be paid

　　发现了吗,但是有一种特殊情况,那什么样是特殊情况呢,当你的固定资产,当你的无形资产和长期股权投资超,如果你的总资产数20%的情况下,那这个时候税务机关可以要求你走评估价,那一走评估很可能就有变化,你们公司财报当中显示的净资产数是3000万,但一走评估呢,你们公司的这个,比如说土地增值了，哎,你们公司还有无形资产等等增值了,那评估完的是4000万,那4000万减去你的成本价,1000万增值了多少呢,3000万，3000万乘以50%,那这个时候是1500万,1500万乘以20%的税负,你要交百万的税费啊,所以说我们在变之前一定要记住啊,你要算出你们公司要交多少的税,那怎么样把这个税给降下来呢,这是有一定的技术,需要专业的指导和操作,所以说我建议大家跟我沟通一下，那你就知道了,你变更的时候交多少的税,然后变之前我们怎么样未雨绸缪,怎么样做一些优化和调整,在合法的基础。

　　Have you noticed? But there is a special situation, what kind of situation is it? When your fixed assets, intangible assets, and long-term equity investments exceed 20% of your total assets, the tax authorities can require you to go through an appraisal price. Once you go through the appraisal, there may be a change. The net assets shown in your company's financial report are 30 million, but once you go through the appraisal, your company's assets, such as land appreciation, have increased. Ah, your company also has intangible assets that have increased in value. After the appraisal is completed, it is 40 million. Subtracting your cost price, how much does 10 million increase in value? 30 million, 30 million multiplied by 50%, is 15 million at this time. Ten thousand, 15 million multiplied by 20% tax burden, you have to pay a tax of one million, so before we change, we must remember that you need to calculate how much tax your company will have to pay, So how can we lower this tax? It requires certain skills and professional guidance and operation. Therefore, I suggest that everyone communicate with me, so that you can know how much tax you will pay when making changes, and how we can plan ahead and make some optimizations and adjustments on a legal basis before making changes.

　　那第二种情形叫增资扩股,那假设这家公司注册资本金是1000万,我原来是想把王员外,50%的股权卖给 A 公司,股权转让我们刚刚算了,净资产数是3000万,转让价格不能低于3000万,那成本价是1000万,增值了2000万,2000万乘以50%,溢价1000万,1000万乘以20%的税负,交了200万的税,那怎么样让这200万的税,在法律赋予我们的基础上不交呢,那我们有另外一种方法叫增资扩股,把你们公司的注册资本金,从1000万增到2000万,那这个时候这个公司就持有了你们公司,50%的股,那增资扩股是不交税的呀,当然有一个印花税啊,万分之五或万分之2.5可以忽略不计,在这个情况下,你是不是可以省了20%的税负，。

　　The second scenario is called capital increase and share expansion. Assuming that the registered capital of this company is 10 million yuan, I originally intended to sell 50% of the equity of Mr. Wang to Company A. We just calculated the equity transfer, and the net assets are 30 million yuan. The transfer price cannot be lower than 30 million yuan. The cost price is 10 million yuan, and the value has increased by 20 million yuan. 20 million yuan multiplied by 50%, with a premium of 10 million yuan, and 10 million yuan multiplied by 20% of the tax burden. After paying 2 million yuan in taxes, how can we avoid paying these 2 million yuan in taxes on the basis of the law? We have another method called capital increase and share expansion, which increases your company's registered capital from 10 million yuan to 20 million yuan. At this time, this company will hold the If you own 50% of your company's shares, there will be no tax on capital increase and share expansion. Of course, there is a stamp duty of 0.05% or 2.5%, which can be ignored. In this case, can you save 20% of the tax burden,.

　　那这个有几个弊端,任何事物都是有利有弊的,所以说你要找到适合你的，对吧,要对症下药,那弊端就在于股权稀释了,但是老的自然人持股,身份证持股的股权还在,只是他被稀释了,但它还是存在的,不管怎么稀释都稀释不干净,那怎么样稀释干净呢,那我也有其他的方法,你们可以去关注。

　　There are several drawbacks to this. Everything has its pros and cons, so you need to find the right one for you, right? You need to prescribe the right medicine. The downside is that the equity is diluted. However, the old natural person still holds the equity, even if it is diluted, it still exists. No matter how it is diluted, it cannot be completely diluted. So, how to dilute it completely? I also have other methods, you can pay attention to.

　　第二个问题,你能不能按照注册资本金去增值,因为你们公司净资产数是3000万,还有未分配利润,那你是按照注册资本竞争,这在我们往往税务机关认定它叫非公允增资啊,你增资应该按多少寸呢,应该按3000万征,你挣到6000万才能持50%,你现在只挣1000万,按注册资本金增资增1000万,持有了50%,所以说容易认定成非公允增值,各个地方对非公允增资,它的尺度还是不一样的,所以说你也可以联系我们,跟我们沟通,我们就会知道你们当地对这个尺度是怎么操作的,然后我们怎么来优化,所以说请记住,股权转让溢价部分交20%,增值扩股不交税,但是增资扩股有两个问题,第一个问题稀释不干净,但是稀释干净有方法,那第二个问题就是有认定为非公允增值,一旦认定为非公允增值,还是需要补交税负的,那因此提醒大家,变更之前先考虑税负的问题,不要盲目的去做变更,否则你是把变更申请提交了,结果呢，过段时间税务机关要求你补税,甚至要求你交滞纳金,那2026年,我接到了很多很多的企业学员给我打电话,说自己啊盲目的去做变更,引来了税务机关的关注和补税。

　　The second question is, can you increase the value according to the registered capital? Since your company's net assets are 30 million and there are undistributed profits, you are competing based on the registered capital, which is often referred to as unfair capital increase by our tax authorities. How much should you increase the capital by? It should be levied at 30 million. You can only hold 50% if you earn 60 million. If you only earn 10 million now, you can increase the registered capital by 10 million and hold 50%. Therefore, it is easy to identify as unfair appreciation. The scale of unfair capital increase varies from place to place. So, you can also contact us and communicate with us. We will know how your local area operates this scale, and then we will know how to proceed. Optimization, so please remember that the premium for equity transfer is 20%, and there is no tax on value-added share expansion. However, there are two problems with capital increase and share expansion. The first problem is that the dilution is not clean, But there are ways to dilute it thoroughly. The second issue is that it has been identified as unfair appreciation. Once it is identified as unfair appreciation, it is still necessary to pay the tax burden. Therefore, we remind everyone to consider the tax burden before making changes. Do not blindly make changes, otherwise you will submit a change application. As a result, after a period of time, the tax authorities will require you to pay taxes or even late fees. In 2026, I received many calls from enterprise students, saying that they blindly made changes, which attracted the attention and tax authorities.