《应对经济数字化税收挑战——支柱二全球反税基侵蚀规则立法模板》（英文版）-70页_2mb

Summary of Tax Challenges Arising from the Digitalisation of the Economy – Global Anti-Base Erosion Model Rules (Pillar Two)

Core Content

The Global Anti-Base Erosion (GloBE) Rules are part of the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS). These rules aim to ensure that multinational enterprises (MNEs) pay a fair share of tax in the jurisdictions where they generate economic activity and value. The GloBE Rules are designed to address the tax challenges arising from the digitalisation of the economy, particularly the erosion of tax bases through profit shifting strategies.

The GloBE Rules apply to Constituent Entities of MNE Groups that have annual revenue of EUR 750 million or more in the consolidated financial statements of the Ultimate Parent Entity (UPE) in at least two of the four fiscal years before the tested year. Certain entities, such as Governmental Entities, International Organisations, Non-profit Organisations, Pension Funds, and Investment Funds, may be Excluded Entities and thus not subject to the GloBE Rules.

Main Views and Key Points

1. Scope of the GloBE Rules

• The GloBE Rules apply to MNE Groups with annual revenue of EUR 750 million or more in the consolidated financial statements of the UPE in at least two of the four fiscal years preceding the tested year.
• Excluded Entities are defined and may be excluded from the rules based on ownership structure or nature of activities.
• A Five-Year Election allows a Filing Constituent Entity to treat an entity as an Excluded Entity.

2. Charging Provisions

• The Interest Income Restriction (IIR) and Ultimate Tax Payable Rule (UTPR) are the two main mechanisms used to apply the top-up tax.
• IIR applies to Ultimate Parent Entities and Intermediate Parent Entities to ensure they pay the top-up tax on profits from Low-Taxed Constituent Entities.
• UTPR applies to Constituent Entities located in jurisdictions with a Qualified UTPR in force, requiring them to pay additional cash tax equal to the top-up tax amount.
• The IIR Offset Mechanism allows for reductions in the allocable share of top-up tax if a Qualified IIR is applied by an intermediate or partially-owned parent entity.

3. Computation of GloBE Income or Loss

• GloBE Income or Loss is calculated based on Financial Accounting Net Income or Loss, adjusted for various items such as Net Taxes Expense, Excluded Dividends, Excluded Equity Gain or Loss, Revaluation Method Gain or Loss, etc.
• The rules include adjustments for asymmetric foreign currency gains or losses and policy disallowed expenses.
• A Five-Year Election is available for stock-based compensation to substitute deductions with expenses, with specific rules on when the election applies and how it is handled in case of revocation.

4. Computation of Adjusted Covered Taxes

• Covered Taxes are defined and include corporate income taxes, withholding taxes, and other taxes.
• The rules provide for the allocation of covered taxes between constituent entities and include mechanisms to address temporary differences.
• A GloBE Loss Election allows for the exclusion of losses from the effective tax rate calculation in certain circumstances.

5. Effective Tax Rate and Top-Up Tax

• The Effective Tax Rate (ETR) is calculated for each jurisdiction based on the GloBE Income or Loss and Adjusted Covered Taxes.
• If the ETR is below the minimum rate, a top-up tax is applied.
• The Substance-based Income Exclusion allows for the exclusion of certain income if the entity meets specific substance requirements.
• The De minimis exclusion and Minority-Owned Constituent Entities are also considered in the calculation.

6. Corporate Restructurings and Holding Structures

• Rules are provided for group mergers and demergers, acquisitions and disposals, joint ventures, and multi-parented MNE Groups.
• The Consolidated Revenue Threshold is modified in certain cases, and there are transition rules for entities entering or leaving the group.

7. Tax Neutrality and Distribution Regimes

• Special rules apply to flow-through entities, tax-transparent entities, and investment entities.
• The Investment Entity Tax Transparency Election and Taxable Distribution Method Election are available to ensure tax neutrality.

8. Administration

• Filing obligations are imposed on Constituent Entities.
• Safe Harbours and administrative guidance are provided to simplify compliance.

9. Transition Rules

• Transition rules are in place to ensure a smooth implementation of the GloBE Rules.
• Tax attributes and relief are provided for the Substance-based Income Exclusion and for UTPR jurisdictions in the initial phase of their international activity.
• Filing obligations are also subject to transitional relief.

10. Definitions

• A detailed list of definitions is provided for key terms such as Constituent Entity, Ultimate Parent Entity, Flow-through Entity, and Hybrid Entity.
• The location of an entity and Permanent Establishment is also defined for the purposes of tax allocation and application.

Key Information

• The GloBE Rules are part of a two-pillar solution to reform international taxation.
• The minimum effective tax rate is set at 12.5%, and the top-up tax is applied if the effective tax rate in a jurisdiction is below this.
• The UTPR Percentage is calculated based on employees and tangible assets in the jurisdiction and all UTPR jurisdictions.
• The rules are designed to ensure tax neutrality and prevent base erosion and profit shifting.
• The Inclusive Framework includes over 140 members and aims to ensure consistent and coordinated implementation of the GloBE Rules.
• The implementation of the GloBE Rules is envisaged by 2023.
• The rules are aligned with the OECD/G20 BEPS Action Plan and aim to modernise international tax rules to reflect the digitalised and globalised economy.