You think signing an "agency import agreement" can just shift the risks of cargo ownership and financial pressure to a third party?Ninety percent of companies only realize during tax inspections that the "agents" in the eyes of customs and the "agents" in your contract are completely different things.Once it’s identified as a "sale and purchase transaction," your input tax deduction chain may instantly break down,and you could even face huge tax arrears and fines.In the current context of Golden Tax IV strictly checking the consistency of "fund flow,cargo flow,and invoice flow," confusing these two types of agreements is equivalent to running around naked.

Core differences: the underlying logic of the transfer of cargo rights and tax qualification

Many procurement managers only focus on agency rates,ignoring that the nature of the agreement determines the integrity of the VAT deduction chain.In the eyes of Customs and the Tax Bureau,Import AgencyIt belongs to the "agency act",andGeneral trade transactionsIt belongs to "purchasing and selling activities".The core difference between the two is whether there is a substantial transfer of ownership of the goods during the import process.

If the agreement stipulates that "the agent shall advance the tax payment," "the agent has the right to dispose of the goods," or "the agent shall issue a full-amount VAT invoice," even if it is nominally called an "agency agreement," it will essentially be regarded as a sale and purchase transaction.What are the consequences of this?If it’s a sale and purchase transaction,the agency company needs to issue you a 13% VAT special invoice,but the agency company itself does not have input tax (because the tax levying subject on the customs payment receipt may be the agency company or a dual-headed invoice).The tax logic involved here is extremely complex.If it’s not handled properly,you won’t be able to obtain the deduction voucher.

Contract Signing and Risk Management Practical SOP

In order to avoid the tax risks caused by unclear legal definitions,it is necessary to follow the following standardized procedures when drafting and reviewing agreements.This is not just a matter for legal affairs,but also a crucial step that procurement and finance departments must oversee.

Step 1: Clarify the terms of the "double header" declaration

Output:

In the agreement,it is mandatory to require that the "Consumption and Use Unit" column on the customs declaration form be filled out with your company’s name.This is the most crucial documental basis to prove that you are the actual importer and have the right to claim input tax deductions.

Step 2: Standardize the path of fund flows

Output:

It is strictly prohibited to transfer the payment directly to the agent’s account (unless it is a purchase and sale transaction).If it is an import transaction handled by an agent,it must be conducted in accordance with the following requirements:Payment by proxyModel: The agent company’s account is only used as a channel.The source of the funds must be from you,and all three parties need to sign the "Power of Attorney for Payment" as an attachment.

Step 3: Lock the transfer of tax documents

Output:

Clearly stipulate the ownership of the Customs Import Value-Added Tax Special Payment Receipt (i.e.the "Deduction Coupon").If it’s an agency import,this document must be given to you; if it’s a purchase and sale transaction,you don’t need this document,but you must require the agent to issue a full-amount value-added tax invoice.

Step 4: Set the boundaries of "disclaimer" and "compensation".

Output:

The agency agreement needs to specify that the agency shall bear full responsibility for the demurrage fees and fines incurred due to the agent’s operational errors (such as classification errors),and that you shall bear responsibility for any issues arising from the provision of false documents.

The "invisible red line" that only insiders know about

There is a high-level risk point here that is very easy to overlook:The tax transparency risk of "false agents,real transactions".

Many companies,in order to save trouble,let the agency companies handle everything (advance payment and invoicing),but in order to avoid the agency companies adding markups,they want to specify the agency in the contract.The tax bureau’s big data comparison is now very powerful: if the agency company issues you a 13% payment invoice,but the tax rate on the customs payment receipt is also 13% and the amount is huge,the tax bureau will verify the source of the agency’s input tax.If the agency company cannot explain the matching of its capital flow and goods flow (for example,they did not actually purchase the goods from overseas),it may be identified as falsely issuing VAT invoices,which will subsequently implicate your company as the recipient of the invoice,resulting in your input tax being transferred out and you having to pay back taxes and late payment penalties.

The advice from real experts is: If you need the agency to advance funds and issue a full-amount invoice,please honestly sign the "Sales and Purchase Agreement" and require the agency to rationalize the price of the goods; if you just need customs clearance qualifications,please make sure to sign the "Agent Import Agreement" and insist on "double invoicing" declaration,and use the customs payment receipt for tax deduction yourself.Don’t try to straddle the fence between the two.

Immediate Action List

After reading this article,please immediately check the import contracts you are currently executing or about to sign:

• Checkthepre-recordeddeclarationform:Verifywhetherthe"consumptionunit"isyourcompany’sname,andwhetherthe"domesticconsignorandconsignee"areconsistentwiththecontractualparties.
• Reviewthetypeofinvoice:Ifit’sanagencyagreement,checkwhetherthefullamountoftheinvoicewasincorrectlycollected;ifit’sasalesagreement,checkwhetheryouhavereceivedafull13%VATinvoice.
• Updatethecontracttemplate:Inthestandardcontractlibraryofthelegaldepartment,"declarationunderadualname"and"ownershipofthecustomspaymentnotice"arelistedasmandatoryclausesratherthanoptionalclauses.
• Financialreconciliation:Confirmwhetherthecapitalflowofthemostrecentimporttransactionstrictlyfollowstheprincipleof"whopays,whodeducts".