Abstract: Tax-planning is one of the most important factors affecting the operation of capital market. To go public, a company needs to comply with all regulations including tax law. Since the amount involved in capital operation is often very large, companies should think more carefully in developing a reconstruction especially its effect on tax-planning. However, Chinese tax regulation is complicated and frequently revised, local tax offices have more discretion, so it is difficult to fulfil tax-planning. For the Initial Public Offering (IPO)coming into the market, restructuring, M&A(Mergers and Acquisitions), the paper discusses the relevant regulations and controversies in practice which are of great research significance for the regulation effects of tax-planning in the market operation.