Berikut adalah ringkasan dan poin-poin penting dari Peraturan Menteri Keuangan Republik Indonesia Nomor 56/PMK.010/2021 tentang Penggunaan Nilai Buku atas Pengalihan dan Perolehan Harta dalam rangka Penggabungan, Peleburan, Pemekaran, atau Pengambilalihan Usaha (PMK No.56 tahun 2021)
Wajib Pajak menggunakan nilai pasar atas pengalihan harta dalam rangka penggabungan, peleburan, pemekaran, atau pengambilalihan usaha.
Beberapa penggabungan usaha berikut:
- penggabungan dari 2 (dua) atau lebih Wajib Pajak badan dalam negeri yang modalnya terbagi atas saham dengan cara mengalihkan seluruh harta dan kewajiban kepada salah satu Wajib Pajak badan yang tidak mempunyai sisa kerugian fiskal atau mempunyai sisa kerugian fiskal yang lebih kecil dan membubarkan Wajib Pajak badan yang mengalihkan harta dan kewajiban tersebut; atau
- penggabungan dari badan hukum yang didirikan atau bertempat kedudukan di luar negeri dengan Wajib Pajak badan dalam negeri yang modalnya terbagi atas saham, dengan cara mengalihkan seluruh harta dan kewajiban badan hukum yang didirikan atau bertempat kedudukan di luar negeri kepada Wajib Pajak badan dalam negeri yang modalnya terbagi atas saham dan membubarkan badan hukum yang didirikan atau bertempat kedudukan di luar negeri yang mengalihkan harta dan kewajiban tersebut.
Beberapa Peleburan Usaha sebagai berikut:
- peleburan dari 2 (dua) atau lebih Wajib Pajak badan dalam negeri yang modalnya terbagi atas saham dengan cara mendirikan badan usaha baru di Indonesia dan mengalihkan seluruh harta dan kewajiban kepada Wajib Pajak badan baru serta membubarkan Wajib Pajak badan yang melebur tersebut; atau
- peleburan dari badan hukum yang didirikan atau bertempat kedudukan di luar negeri dengan Wajib Pajak badan dalam negeri yang modalnya terbagi atas saham, dengan cara mendirikan badan usaha baru di Indonesia dan mengalihkan seluruh harta dan kewajiban kepada badan usaha baru serta membubarkan badan hukum yang didirikan atau bertempat kedudukan di luar negeri dan Wajib Pajak badan dalam negeri yang melebur tersebut.
Baca Juga 3 Jenis Pemekaran Usaha yang Tidak Dikenakan Pajak Penghasilan
Beberapa Pengambilalihan Usaha sebagai berikut:
- Pengambilalihan usaha Bentuk Usaha Tetap yang menjalankan kegiatan di bidang usaha bank yang dilakukan dengan cara mengalihkan seluruh atau sebagian harta dan kewajiban Bentuk Usaha Tetap kepada Wajib Pajak badan dalam negeri yang modalnya terbagi atas saham, dan membubarkan Bentuk Usaha Tetap tersebut; atau
- Pengambilalihan usaha dari suatu Wajib Pajak badan dalam negeri dengan cara mengalihkan kepemilikan atas saham Wajib Pajak badan dalam negeri yang dimilikinya tersebut kepada Wajib Pajak badan dalam negeri lainnya, yang dilakukan sehubungan dengan restrukturisasi Badan Usaha Milik Negara, dengan syarat:
1) kepemilikan atas saham Wajib Pajak badan dalam negeri yang dialihkan:
- lebih dari 50% (lima puluh persen) dari seluruh saham dengan hak suara yang telah disetor penuh; atau
- mempunyai kemampuan untuk menentukan, baik langsung maupun tidak langsung, dengan cara apapun pengelolaan dan/ atau kebijakan atas Wajib Pajak badan dalam negeri yang dialihkan;
2) dalam hal Wajib Pajak badan dalam negen yang diambil alih berbentuk perseroan terbuka, wajib memenuhi ketentuan sebagaimana diatur dalam peraturan perundang-undangan di bidang pasar modal;
3) restrukturisasi dilakukan paling lama terhitung sejak awal Tahun Pajak 2021;
4) pengalihan harta tidak dilakukan dengan cara jual beli atau pertukaran harta; dan
5) restrukturisasi serta pengalihan harta telah memperoleh persetujuan dari menteri yang menyelenggarakan urusan pemerintahan di bidang pembinaan Badan Usaha Milik Negara.
Untuk kepentingan penerapan ketentuan di bidang Pajak Penghasilan, Wajib Pajak yang disebutkan diatas dapat menggunakan nilai buku atas pengalihan harta dalam rangka penggabungan, peleburan, pemekaran, atau pengambilalihan usaha, setelah mendapatkan persetujuan Direktur Jenderal Pajak.
Wajib Pajak yang melakukan pengalihan atau menerima pengalihan harta dalam rangka penggabungan, peleburan, pemekaran, atau pengambilalihan usaha dengan menggunakan nilai buku sebagaimana disebutkan diatas wajib mengajukan permohonan kepada Direktur Jenderal Pajak paling lama 6 (enam) bulan setelah tanggal efektif penggabungan, peleburan, pemekaran, atau pengambilalihan usaha dilakukan, dengan melampirkan alasan dan tujuan melakukan penggabungan, peleburan, pemekaran, atau pengambilalihan usaha diajukan oleh:
- Wajib Pajak yang menerima harta, untuk penggabungan usaha, peleburan usaha sebagaimana dimaksud, atau pengambilalihan usaha sebagaimana sudah disebutkan diatas; atau
- Wajib Pajak yang mengalihkan harta untuk pemekaran usaha atau pengambilalihan usaha sebagaimana sudah disebutkan diatas.
Dokumen yang harus dilengkapi adalah sebagai berikut:
- surat pernyataan yang mengemukakan alasan dan tujuan melakukan penggabungan, peleburan, pemekaran, atau pengambilalihan usaha
- surat pernyataan yang menerangkan bahwa penggabungan, peleburan, pemekaran, atau pengambilalihan usaha yang dilakukan memenuhi persyaratan tujuan bisnis (business purpose test)
- surat keterangan fiskal dari Direktur Jenderal Pajak untuk tiap Wajib Pajak dalam negeri dan Bentuk Usaha Tetap yang terkait
- akta pendirian atau perubahan dari Wajib Pajak hasil pemekaran usaha yang mencantumkan jumlah penanaman modal baru dari penanam modal asing
- bukti realisasi atau setoran penuh tambahan modal dalam akta pendirian atau akta perubahan.
- surat persetujuan dari menteri yang menyelenggarakan urusan pemerintahan di bidang pembinaan Badan Usaha Milik Negara.
- akta pemisahan usaha atau pengambilalihan usaha
Jika pemohon tidak melengkapi Dokumen yang dimaksud diatas Direktur Jenderal Pajak menyampaikan surat permintaan kelengkapan kepada Wajib Pajak paling lama 15 (lima belas) hari kerja sejak diterimanya permohonan. Jika dalam jangka waktu tersebut wajib pajak tidak memenuhi maka Direktur Jenderal Pajak menyampaikan surat pemberitahuan yang menyatakan bahwa permohonan Wajib Pajak tidak dipertimbangkan dan tidak diterbitkan surat keputusan. Dan dan Wajib Pajak dapan mengajukan Permohonan Kembali.
Bagi Wajib Pajak yang:
- Bermaksud menjual sahamnya di bursa efek, dalam jangka waktu paling lambat 2 (dua) tahun terhitung sejak memperoleh persetujuan dari Direktur Jenderal Pajak untuk melakukan pemekaran usaha dengan menggunakan nilai buku, harus telah mengajukan pernyataan pendaftaran kepada Otoritas Jasa Keuangan untuk penawaran umum perdana saham clan pernyataan pendaftaran tersebut telah menjadi efektif.
- terdapat keadaan di luar kekuasaan Wajib Pajak yang menyebabkan tidak dapat dipenuhinyajangka waktu
Maka Wajib Pajak tersebut dapat mengajukan kembali permhonan perpanjangan waktu kepada Direktorat Jenderal Pajak (DJP) paling lama diajukan 1 bulan sebelum jangka waktu berakhir.
Dengan melengkapi dokumen sebagai berikut:
- Surat penjelasan penundaan penawaran umum perdana saham dengan memberikan alasan yang lengkap dan terperinci; dan
- Surat penjelasan mengenai harta yang dimiliki perusahaan hasil pemekaran usaha sejak tanggal efektif dilakukannya pemekaran usaha sampai dengan bulan terakhir sebelum pengajuan permohonan perpanjangan jangka waktu dari Wajib Pajak.
- Dokumen pendukung atas surat penjelasan penundaan penawaran umum perdana saham
Jika Wajib Pajak tidak melengkapi dokumen maka DJP akan menyampaikan surat permintaan kelengkapan paling lama 15 (lima belas) hari kerja sejak diterimanya permohonan jika tidak dipenuhi maka Direktur Jenderal Pajak menyampaikan surat pemberitahuan yang menyatakan bahwa permohonan Wajib Pajak tidak dipertimbangkan dan tidak diterbitkan surat keputusan dan wajib pajak dapat mengajukan kembali permohonan.
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