State Taxation Administration Announcement No. 13 of 2026, issued 8 July 2026 and applicable to restructurings dated from 1 January 2026, lets a merger or demerger qualify for 'special' (tax-deferred) treatment when resident-enterprise shareholders holding a combined 50%+ stake agree, replacing the old unanimous-consent requirement. Any resident shareholder owning 5%+ and the top-ten resident shareholders must sign on, and all locked-in parties face a 12-month share-transfer lock-up or the whole deal loses deferral.
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China eases M&A tax-deferral rules: 50% shareholder consent, not unanimous
Why this matters for founders
Founders with dispersed VC cap tables can now roll equity into a merger, spin-off, or holding-company reorganization without triggering immediate corporate income tax, as long as 50%+ of enterprise shareholders sign the special-treatment agreement and hold shares for 12 months.
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