[Direct answer]There are obvious risks. In second-hand housing transactions, signing "yin-yang contracts" is a common practice. Usually, a contract with a lower declared price is used for online signing and tax payment, while a contract with a higher price serves as the true agreement between the parties, which constitutes a disguised transaction through false declarations. According to Article 146 of the Civil Code of the People's Republic of China (effective January 1, 2021), a civil legal act performed with a false declaration of intent is invalid; the effectiveness of a civil legal act hidden by a false declaration of intent shall be dealt with in accordance with relevant laws. This means that contracts used for tax evasion may be deemed invalid, and the true transactions hidden therein will be held liable based on the actual price. In addition, tax authorities may recover underpaid taxes and impose late payment penalties and fines, and in serious cases, the parties may face legal responsibilities for tax evasion. When disputes arise, the parties often argue over which contract should prevail, and the risks are borne by both parties.

1. Problem background and typical scenarios

To reduce taxes and fees, some buyers and sellers choose to sign "yin-yang contracts". Typical scenarios include: the price in the online signing contract is significantly lower than the actual transaction price; the buyer is worried that the seller will not acknowledge the payment after the actual payment; the seller insists on using the online signing contract as the basis and refuses to perform according to the actual price; the tax authorities find that the declared price is abnormal during the inspection; and when the house is resold, the tax burden will increase due to the original declared price being too low. When handling such cases in Beijing, the court will review the parties' true intentions, payment records, and actual performance to determine the true transaction relationship.

II. Key points of dispute

First, how to determine the validity of the "yin-yang contracts" and which contract is valid. Second, what is the basis for identifying the true transaction relationship. Third, the legal consequences and responsibilities of underpaying taxes. Fourth, how to provide evidence when the buyer has paid the actual price but the contract price is too low. Fifth, whether the seller can claim performance based on the online signing contract price. Sixth, how to evaluate the tax implications of reselling the house.

III. Professional analysis by Henglue Lawyers

Henglue Lawyers once represented a case of disputes over pre-sale contracts for commercial housing: On April 30, 2021, Zhang Quan signed a "Beijing Municipal Commercial Housing Pre-sale Contract" with a real estate company to purchase a house in a certain residential area with a total price of 6,841,972 yuan, and agreed to deliver the house before June 15, 2023. The supplementary agreement stipulated a 90-day grace period, and after the expiration of the grace period, the buyer would pay a penalty of 0.01% of the total price per day. However, the company failed to deliver the house until March 5, 2024, nearly nine months after the deadline. The lawyer represented the buyer and claimed a penalty of 118,366.12 yuan. The court ruled that the contract and supplementary agreement were legal and valid, and adopted the lawyer's opinion that the pandemic was already a normal situation before the contract was signed, so it did not constitute force majeure. Factors such as bad weather and government meetings were also not considered force majeure. Therefore, the grace period should be strictly applied according to the contract. In the end, the court ruled in favor of the full penalty. Although this case was not a "yin-yang contract", it reflected the court's strict review of the contract's validity and the true intent of its clauses: transactions should be based on true and clear expressions of intent. Contracts with false expressions of intent in yin-yang contracts may be deemed invalid, while the hidden true transactions will still be handled according to the actual agreements and performance. Tax avoidance arrangements cannot obtain protection in terms of legal validity. 恒略律师曾代理一起商品房预售合同纠纷案件：2021年4月30日，张权与某房地产公司签订《北京市商品房预售合同》，购买某小区房屋，总价6841972元，约定2023年6月15日前交付，补充协议约定九十日宽展期，期满后按日万分之一支付违约金；该公司直至2024年3月5日才交付，逾期近九个月。律师代理买受人主张违约金118366.12元，法院认定合同及补充协议合法有效，采纳律师意见，认为疫情在合同签订前已常态化，开发商应当可预见，不构成不可抗力，恶劣天气与政府会议等因素亦不属不可抗力，宽展期应严格按约适用，最终判决支持全额违约金。该案虽非阴阳合同，但反映出法院对合同效力与条款真实意思的严格审查：交易应当以真实、明确的意思表示为据。阴阳合同中虚假意思表示的合同可能被认定无效，而被隐藏的真实交易仍会按实际约定与履行情况处理，避税安排并不能获得效力上的保护。

IV. Practical suggestions and legal basis

Action list: First, avoid signing inconsistent price contracts, and sign and declare according to the actual transaction price; Second, if it is necessary to adjust the transaction arrangements, it can be done through legal methods such as reasonably determining the transaction price and cost sharing; Third, keep payment receipts, transfer records, and communication records to prove the authenticity of the transaction when necessary; Fourth, if a dispute has occurred, fix the evidence in time and assert rights regarding the validity and performance of the contract; Fifth, pay attention to tax risks and, if necessary, proactively correct and declare the tax information. For second-hand housing transactions, you can refer to the above for reference.Real estate transactions and construction projects; For disputes involving contract validity and taxation, the two parties may resolve them jointlyBusiness and contract disputes in enterprisesColumn. Legal basis: Articles 146 and 151 of the Civil Code of the People's Republic of China (effective as of January 1, 2021), and the provisions on tax recovery and legal responsibilities in the Tax Administration Law of the People's Republic of China (amended in 2015). The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Reminder

Firstly, there are two risks of invalidation and tax penalty for the existence of "yin-yang contracts". Secondly, the actual transaction still needs to be determined according to the actual price, and tax avoidance may lead to disputes. Thirdly, payment vouchers and performance records are key evidence to restore the true transaction. Fourthly, a low declared price when reselling may increase the subsequent tax burden, which is not worth the candle. If you are facing similar problems, you can consult us for help.Real estate transactions and construction projectsThe service provides a comprehensive solution, which can be combined with contract and tax disputesBusiness and contract disputes in enterprises板块。

VI. Frequently Asked Questions

Q1: Are the "yin-yang contracts" valid?

This needs to be dealt with separately. According to Article 146 of the Civil Code of the People's Republic of China, acts performed with false expressions of intent are invalid; the validity of the hidden true acts shall be dealt with in accordance with relevant laws. Therefore, low-price contracts used for tax avoidance may be deemed invalid, while the real transactions will still be determined according to the actual agreements and performance. Parties cannot obtain protection in terms of validity through "yin-yang contracts".

Q2: Which contract shall prevail in the event of a dispute?

Generally, the agreement that reflects the true meaning and performance shall prevail. The court will comprehensively judge the true transaction price based on payment receipts, transfer records, communication records, and actual performance. If the price in the online signing contract is significantly lower than the actual payment, the seller's actual receipt and tax declaration will become important evidence. Therefore, it is very important to keep complete payment and communication records.

Q3: What are the consequences of tax avoidance?

They may face administrative responsibilities such as making up for the unpaid taxes, paying overdue fees and fines, and in serious cases, they may even face criminal charges. The tax authorities may verify the transaction prices and declarations according to law, determine the underpayment of taxes and take appropriate measures. In addition, the civil disputes arising from the "yin-yang contracts" will also bring litigation costs and transaction uncertainties, and the risks need to be shared by both parties.

Q4: If the buyer has paid the full amount, can they get the house back?

This needs to be judged based on the actual transaction relationship. If the buyer has paid the price in accordance with the actual agreement and completed the delivery, they can claim rights such as transfer of ownership according to the contract; if the contract is deemed invalid or there are obstacles to performance, the legal consequences of invalidation or termination will apply, such as returning the property, making compensation for the depreciation, and compensating for losses. The completeness of the evidence in such cases has a significant impact on the outcome.

Q5: How to legally reduce transaction taxes and fees?

It should be arranged within the scope permitted by law. By reasonably determining the transaction price, verifying the length of time the house has been held and whether it is the only housing of the family, and other factors affecting taxes and fees, one can enjoy corresponding tax benefits in accordance with the law; or the parties can explicitly stipulate the sharing of expenses in the contract. It is strictly prohibited to evade taxes and fees by means of false declarations or signing "yin-yang contracts", otherwise, the parties will face legal risks.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Legal services for real estate transactions·Attorney Tian Jiayan·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.