随着我国房地产市场的快速发展，通过并购重组获取土地储备正在逐步成为房企拿地的主要方式。房地产行业所涉及的税种繁多复杂，且正处于“营改增” 的税制调整期和“国地税合并”这一征管新机制的过渡期。房地产行业在2016年以前一直都是营业税税制下的地税征管机制，为了避免并购重组过程中的重复纳税，国家出台了一系列涉及营业税、所得税、土地增值税相关的税收优惠政策。同时为了堵塞征管漏洞，又对税收优惠政策的适用进行了限缩解释。这样以来，在被并购方来看不征税或免税的优惠政策，很可能造成并购方的税负急剧上升，对于这种税收优惠政策的不经济性，我们称之为“税收优惠陷阱”。由于视角问题，这种现象在以往的文献中尚未引起足够的重视。而税务筹划实务中，以双方税负最小化为视角的筹划方案往往能够促成并购重组交易的达成，这也是本文以此为视角审视税务筹划方案节税效果的原因。本文采取文献与案例研究相结合的方法进行写作。在理论部分系统研究了关于企业并购重组税务筹划相关理论，尤其对房地产企业并购重组过程中的税收优惠政策陷阱和可行税筹筹划方法进行了深入的分析，发现适用所得税特殊性税务处理政策存在优惠陷阱，选择在企业分立、资产划转等并购重组方式适用不征增值税政策也存在优惠陷阱。然后结合并购重组的税收政策在各个税种上都总结分析了典型的税务筹划方法。在本文的案例研究部分，初始税务筹划方案采取初境外股权交易的方式规避预提所得税的缴纳，但上述方案在后续的稽查过程中被要求补缴预提所得税税款。而另外一种交易方案则采取境内分步交易的方式实现了明显的税负降低。

With quick development of China's real estate industry, acquiring land reserves through mergers and acquisitions is gradually becoming the main way for real estate companies. The types of tax involved in the real estate industry are numerous and complex, and this industry is going through Replacing business tax with value-added tax, and also it is the transition period for Consolidation of state and local taxes. The business tax paid by real estate companies has been levied by the local tax bureau until April 30, 2016. In order to avoid double paying tax during the merger and reorganization process, the State Administration of Taxation has issued a series of preferential tax policies. At the same time, in order to plug the loopholes in tax collection and management, the application of tax incentives was narrowed down. In this case, a phenomenon appeared: tax exemption or non-taxation is a tax benefit for the acquiree, but it is a future tax burden for the acquire. Non-taxation or exemption leading to an increase in the total tax burden, we call this non-economy a “tax incentive trap”. This phenomenon of tax incentive traps has not received enough attention in previous literature. In the practice of mergers and acquisitions, the tax planning plan to minimize the total tax burden of both parties in the transaction can facilitate the completion of the transaction. This is the reason why this article analyzes tax burden from this perspective.This article uses a combination of literature analysis and case studies for research. In the theoretical part, I systematically studied the relevant theories on tax planning for M & A. In particular, I conducted in-depth analysis of “tax incentives trap” and feasible tax planning methods for M & A of real estate companies. This analysis reached the following conclusions: the application of the special tax treatment of income tax in the asset reorganization process is a tax preferential trap, and the choice of Non- VAT is also a pitfall. Then this article gives typical planning techniques for various types of taxes. In the case study of this article, Company R's acquisition of Company C was completed in the British Virgin Islands, the reason for the initial plan was that the acquirer believed that overseas transactions could avoid China's withholding income tax. In addition, for the acquiree, the use of equity transactions can avoid value-added tax, land value-added tax, and deed tax in the process of real estate ownership transactions. However, in the follow-up tax audit process, the overseas acquiree was required to pay an additional withholding tax of 140 million. Based on the theoretical analysis, this article gives an optimized tax planning plan. Firstly，The domestic company C invested its construction in progress into its wholly-owned subsidiary S, and then company C transferred the shares of S to the domestic acquirer with a zero premium. In the design of this transaction scheme, both parties involved in the transaction achieved substantial savings in corporate income tax, land value added tax, and value added tax while maintaining deed tax exemption. The results of the tax burden analysis of the two schemes verify the effectiveness of the optimization plan，at the same time, the optimization plan perfectly avoided the tax incentive trap. This has a high reference value for the tax planning of real estate acquisitions and mergers after the " Replacing business tax with value-added tax " reform.