2009-2-1616: 31I want to modify the printing of Qin Wenjiao.

Since the introduction of the new accounting standards, goodwill, as an important intangible resource of enterprises, has different recognition and measurement methods from ordinary identifiable tangible assets because of its particularity, and there are many disputes and problems in the practical application of listed companies. This paper attempts to discuss the difference between goodwill and tax treatment by introducing some treatment methods of goodwill and goodwill accounting.

With the continuous development of economy, the merger and competition among enterprises have intensified in recent years. Goodwill, as an intangible resource, has aroused great concern. The accounting treatment of goodwill has also attracted people's attention. In February 2006, the Ministry of Finance issued a new accounting standard for enterprises, which further improved the handling of goodwill in China. This paper attempts to discuss the difference between goodwill and tax treatment by introducing some treatment methods of goodwill and goodwill accounting.

The brand-new connotation of goodwill under the new standards

1. Goodwill is separated from intangible assets.

According to the Application Guide and the Application Guide, goodwill is the difference between the merger cost of an enterprise and the fair value share of the identifiable assets and liabilities of the acquiree, which is inseparable from the enterprise itself, has no identifiability and does not belong to the intangible assets stipulated in the Intangible Assets Standard.

2. The new standard mainly confirms "positive goodwill" and excludes "negative goodwill".

That is, "the difference between the cost of business combination and the fair value share of identifiable assets and liabilities of the acquiree" is treated as goodwill (positive goodwill). The cost of business combination is less than the difference between the fair value share of identifiable assets and liabilities of the acquiree-negative goodwill is included in the current profit and loss.

3. The recognition of goodwill is based on "fair value".

4. The goodwill is tested for impairment every year, and the impairment is not allowed to be reversed.

Accounting Standards for Business Enterprises No.8-Impairment of Assets stipulates: "The goodwill formed by business combination and intangible assets with uncertain service life shall be tested for impairment every year, regardless of whether there are signs of impairment." The impairment of goodwill test shall be included in the current profit and loss, and once confirmed, it is not allowed to be reversed.

5. The new accounting standards add accounting subjects such as "goodwill" and "goodwill impairment reserve".

6. Goodwill is listed separately in the balance sheet.

According to the application guide and application guide, goodwill is reflected in the "assets" column of the balance sheet at the end of the accounting period.

Accounting treatment of initial recognition of goodwill

1. Under the new standard system, only business combinations under different control involve the accounting treatment of goodwill.

China's new standard No.20 "Business Combination" stipulates: "The buyer shall confirm the difference between the combination cost and the fair value share of the identifiable net assets of the acquiree as goodwill." It can be seen that the initial recognition and measurement of goodwill in China are completely consistent with the provisions of international accounting standards, that is, they are all indirect measurement of the difference. According to China's newly promulgated accounting standards for business enterprises, the accounting treatment involving business combination should first distinguish between business combination under the same control and business combination under different controls. For business combination under the same control, the new standard stipulates that the related assets and liabilities are measured at book value, and the merger premium can only adjust the capital reserve and retained earnings, but not confirm the goodwill.

2. The content of M&A cost under different control.

According to the new standard No.20, if the enterprises are not under the same control, the purchaser shall separately determine the merger cost and the fair value share of the identifiable net assets of the acquiree obtained in the merger according to the standard, and compare the sizes of the two. The merger cost should include the following three items: 1. The fair value of assets paid, liabilities incurred or assumed, and equity securities issued by the purchaser to gain control over the purchaser on the purchase date; 2. All directly related expenses incurred in business combination; 3. The possible impact amount of future events agreed in the merger contract or agreement on the merger cost, but the premise that this amount is included in the merger cost is that it can be reasonably estimated that future events are likely to occur on the purchase date and the impact amount on the merger cost can be reliably measured.

If the merger cost is greater than the fair value share of the identifiable net assets of the acquiree, the difference shall be recognized as goodwill; If the former is less than the latter, the measured values of the two should be checked first. If the former is still less than the latter after review, the difference shall be included in the current profit and loss.

In other words, the new standards treat positive goodwill and negative goodwill in different ways. For positive goodwill, the new standard stipulates that it should be recognized as an asset separately. Combined with the requirements of No.2 Standard, the initial investment cost of long-term equity investment determined according to the merger cost should be adjusted accordingly while confirming the goodwill. Negative goodwill is not included in profit and loss by stages in the way of deferred revenue, but is included in profit and loss at one time in the current consolidation period.

Tax treatment of goodwill

According to the Notice of the Ministry of Finance of People's Republic of China (PRC), State Taxation Administration of The People's Republic of China, on Printing and Distributing the Answers on the Implementation of Accounting System for Enterprises and Related Accounting Standards (III), all expenses paid by an enterprise to acquire the equity of another enterprise belong to the equity investment expenditure and shall not be included in the current expenses of the invested enterprise. No matter whether the long-term equity investment expenditure is greater than or less than the difference of the owner's equity share of the invested unit, it shall not be included in the investment enterprise by depreciation or amortization. That is, the tax law stipulates that any equity investment difference caused by the difference between the fair value of long-term equity investment and the share of the owner's equity of the invested unit calculated according to the shareholding ratio shall not be recognized. The investment cost of long-term equity investment calculated by the equity method is less than the difference between the owner's equity share of the invested unit and is not included in the taxable income. That is, when an enterprise declares tax payment, it shall not confirm the difference of equity investment, nor shall it be used as an adjustment item of taxable cost of long-term equity investment. Therefore, neither positive goodwill nor negative goodwill is recognized in tax law.

Example: Company Kloc-0/A acquired 30% equity of Company B at a price of100,000 yuan, and the fair value of the identifiable net assets of the investee at the time of investment was 30 million yuan.

I. If Company A can exert significant influence on Company B, Company A shall conduct the following accounting treatment:

Borrow: Long-term equity investment-Company B (cost) 1000

Loan: bank deposit 1000.

Note: 1. Goodwill1100,000 yuan (1000-3000×30%) is reflected in the long-term equity investment cost.

2. The taxable cost of long-term equity investment confirmed by the tax law is 6,543,800,000 yuan, and the goodwill of 6,543,800,000 yuan is not deducted as expenses before tax.

3. In this case, the taxable cost in tax law is equal to the initial cost in accounting.

Two, such as the fair value of the identifiable net assets of company B at the time of investment is 35 million yuan, then the treatment that company A should perform is:

Borrow: Long-term equity investment-Company B (cost) 1000

Loan: bank deposit 1000.

Cost = 3500× 30% = 10.5 million yuan.

Borrow: Long-term equity investment-Company B (cost) 50

Credit: non-operating income 50

Note: 1. The negative goodwill of 500,000 yuan is reflected in the long-term equity investment cost.

2. The taxable cost of long-term equity investment confirmed by the tax law is the actual payment price of 6.5438+million yuan, the initial accounting cost of 6.5438+005 million yuan, and the financial difference of 500,000 yuan.

3. In this case, the negative goodwill in the tax law is not regarded as current income, nor can it be deferred to future periods. Therefore, the tax should be reduced by 500 thousand when filing tax returns.

Financial and tax treatment of goodwill impairment

The accounting provisions for impairment of goodwill are basically similar to international accounting standards, but they also have certain China characteristics. According to Accounting Standards for Business Enterprises No.8-Impairment of Assets, the impairment test and confirmation of goodwill should be combined with relevant asset groups or asset group combinations. First of all, an enterprise should allocate the book value of goodwill formed by enterprise merger to relevant asset groups or asset group combinations in a reasonable way from the purchase date, in which the asset group or asset group combination should be "the smallest asset group combination composed of several asset groups"; Secondly, at the end of the accounting period, if the asset group or portfolio related to goodwill shows signs of impairment, firstly, the asset group or portfolio related to goodwill is tested for impairment, the recoverable amount is calculated, and compared with the relevant book value to confirm the impairment loss, and then the asset group or portfolio containing goodwill is tested for impairment. Comparing the book value of each relevant asset group or asset group combination (including the book value part of the allocated goodwill) with the recoverable amount, if the recoverable amount of the relevant asset group or asset group combination is lower than its book value, the impairment loss of goodwill is recognized; Finally, once the impairment loss of goodwill is confirmed, it cannot be reversed in the subsequent accounting period.

According to the relevant provisions of the tax law, items that are allowed to be deducted before enterprise income tax must follow the principle of actual deduction. Except for the national tax regulations, any form of reserves (except 0.5% bad debt reserve) drawn by enterprises according to the financial accounting system shall not be deducted before enterprise income tax. Therefore, the tax law does not recognize the goodwill impairment reserve.

Example 2 Enterprise A acquired 80% equity of Enterprise B at the price of160,000 yuan on June 65438+1October 0, 2007. On the purchase date, the fair value of identifiable assets of enterprise B is RMB 654,380,500, and there are no liabilities or contingent liabilities. Therefore,

1. Enterprise A confirms in the consolidated financial statements that:

(1) goodwill of 4 million yuan (1600-1500× 80%);

(2) The identifiable net assets of enterprise B are150,000 yuan;

(3) Minority shareholders' equity is 3 million yuan (1500×20%).

2. Assume that all assets of enterprise B are identified as an asset group, which contains goodwill. Impairment testing is required at least at the end of each year.

3. The book value of enterprise B's identifiable net assets at the end of 2007 is1350,000 yuan.

Impairment test process

1. Determine the book value of the asset group (enterprise B) at the end of 2007:

(1) The book value reflected in the consolidated statement =1350+400 =17.5 million yuan.

(2) Calculate the value of goodwill attributable to minority shareholders = (1600/80%-1500) × 20% =1million yuan.

(3) Book value of asset group (including complete goodwill) = 65,438+0750+65,438+000 = 654,380+08.5 million yuan.

2. Asset group (the recoverable amount of the enterprise at the end of 2007 was 654.38+million yuan.

3. Compare the book value of the asset group (enterprise B) with the recoverable amount to confirm the impairment loss.

The company first allocated 8.5 million yuan of impairment loss to the impairment loss of goodwill, of which 6.5438 million yuan was allocated to minority shareholders' rights and interests, and the remaining 7.5 million yuan was allocated between the goodwill belonging to the parent company and the identifiable assets of enterprise B. The impairment loss of goodwill that Company A should confirm was 4 million yuan.

Accounting treatment of goodwill impairment

Debit: impairment loss of assets-impairment loss of goodwill 400

Loan: provision for impairment of goodwill 400

Reflections on the treatment of goodwill

1. Possible problems and countermeasures in the application of goodwill impairment. As an important intangible resource of an enterprise, goodwill is different from identifiable tangible assets in general because of its particularity, and its recognition and measurement contents are also different from other assets. There will be some problems in practical application: first, the quality and professional ethics of accountants are not high; Second, the confirmation and measurement of asset impairment are complicated; Thirdly, the standard introduces the concept of "asset group", which is defined as the smallest asset combination that an enterprise can identify. In order to solve the above problems, we should vigorously improve the quality of accountants, develop the information market and price market, strengthen supervision, reduce the bad behavior of enterprises to confirm impairment losses, and realize the real convergence of international accounting.

2. By fully introducing the measurement attribute of fair value, the new accounting standards make goodwill accounting truly become the accounting practice of enterprises in China, and further narrow the gap between China's accounting practice and international practice. However, the application of fair value also brings many uncertainties to accounting practice. For example, the initial measurement of goodwill depends on the merger cost and the determination of the fair value of the identifiable net assets of the acquiree, which sometimes require more estimation and judgment; For another example, the impairment test of goodwill is difficult to operate in practice, and the confirmation of impairment is different for different asset groups and asset group combinations.

3. The treatment of negative goodwill in the new standards is debatable. Negative goodwill and goodwill have opposite nature and characteristics, which are various unfavorable factors that cannot be measured by the current financial accounting model, and these unfavorable factors make the profit level of enterprises lower than the general level. Obviously, these unfavorable factors will exist in the enterprise for a certain period of time, and the negative goodwill formed in the process of enterprise merger and acquisition is actually the price discount that the buyer accepts from the buyer to make up for the expenses that it may spend to deal with these unfavorable factors in the future. Therefore, it is obviously not in line with the principle of conservatism to include negative goodwill in current profits and losses.

4. While converging with international standards, goodwill accounting under the new standards also fully considers the actual national conditions of China, and it is divided into the same control and different control when it comes to consolidated accounting. At present, most enterprises in China are merged under the same control. Distinguishing different types of merger for accounting treatment not only takes care of the reality of this kind of enterprise merger, but also fully embodies the essence of enterprise merger. In addition, because goodwill is no longer amortized by the straight-line method, no matter what business combination mode is adopted, the merger premium paid by the acquirer or the investor will not reduce the future performance due to the huge amortization of goodwill.

Editor in charge: Guan