2. The costs of the lawsuit are assessed against the defendant.

Cheong-gu Office

The same shall apply to the order.

A. On January 22, 2008, CCC Co., Ltd. (hereinafter referred to as "CCC") engaged in real estate development, supply, sale and lease business, housing construction business, etc. entered into a sales contract to purchase each of the above 12 lots of land, 00 m2 m2,000 m2,000 m2,000 m2,0000 OE and OO-2,000 OO-2,000 m284 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,000 m2,011.

C.1) Meanwhile, on June 1, 2011, AAA Motor Vehicle Sales Co., Ltd. (hereinafter “AAA”) owned 80.46% of the issued stocks of the CCC (hereinafter “the instant stocks”). On July 29, 2011, the Seoul Central District Court rendered a decision to commence rehabilitation procedures under the Debtor Rehabilitation and Bankruptcy Act (hereinafter “ Debtor Rehabilitation Act”) as Seoul Central District Court Decision 201 Gohap 201 Gohap 105, and the rehabilitation plan was approved on December 9, 201 (hereinafter “the instant rehabilitation plan”). According to the instant rehabilitation plan, the instant construction plan separated the bus sales business from the construction bus sales business division located in the AA Motor Vehicle Sales division from the construction bus sales company and the new corporation, the construction bus sales company and the new corporation’s new corporation’s assets and bonds are owned by each of the construction bus sales companies and the new corporation’s assets related to the new corporation’s assets and rehabilitation claims, especially the new corporation’s assets and bonds transferred to the AA.

2) According to the instant rehabilitation plan, AAAA car sales company (the trade name was changed on October 25, 2012 to GG car sales company; hereinafter referred to as "GG car sales company") was respectively established by the company to be in charge of the bus sales business of AAA car sales in accordance with the instant rehabilitation plan, and AAAA industry development company (hereinafter referred to as "AA industry development") was established by the company to be in charge of the construction business, and the registration of incorporation was completed on December 19, 201, and the remaining AAA car sales company was changed on December 20, 201 to the AA development company (hereinafter referred to as "AA development"), regardless of whether the division or trade name was changed.

3) On February 7, 2013, the Plaintiff was appointed as a custodian of AA Development by the Debtor Rehabilitation Obligor.

D. As CCC did not pay the comprehensive real estate tax and special rural development tax as of December 15, 201, which is the due date, the Defendant: (a) on May 22, 2012, the assessment basis date of the comprehensive real estate tax reverted to year 2011; (b) on June 1, 2011, the oligopolistic shareholder who owned the instant stocks as of June 1, 201, designated AAA development as the secondary taxpayer, and notified the payment of KRW OOOOO of comprehensive real estate tax and special rural development tax for AA development (hereinafter “instant disposition”).

E. The AA Development filed a request for examination with the Commissioner of the National Tax Service on December 20, 2012 through an objection on August 22, 2012, but was dismissed on May 6, 2013.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 5, 9 (including each number, hereinafter the same shall apply), Eul evidence Nos. 1 through 7, the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

The plaintiff asserts that the disposition of this case is unlawful on the following grounds.

1) According to Article 12(1) of the Comprehensive Real Estate Tax Act, a taxpayer of property tax on land subject to general aggregate taxation who owns land subject to general aggregate taxation or land subject to special aggregate taxation as of the tax base date bears the obligation to pay the comprehensive real estate tax. As such, a person who owns land subject to special aggregate taxation does not bear the obligation to pay the comprehensive real estate tax. However, Article 106(1)3 of the Local Tax Act and Article 102(1)2(a) of the Enforcement Decree of the Local Tax Act provide that "farmland owned by an individual who is actually being used in farming as of the tax base date as the whole, answer, and orchard" is the land subject to separate taxation. Each land in this case constitutes "farmland owned by an individual as of the tax base date as of the tax

2) On June 1, 201, the assessment basis date of the comprehensive real estate holding tax for the year 201, a person who owned the instant shares was AA development, but the instant shares were transferred to AA industrial development according to the instant rehabilitation plan, and accordingly, the secondary tax liability for the delinquent tax amount of CCC was transferred from AA development to AA industrial development.

3) Any property claim arising from the cause before the commencement of rehabilitation procedures for the debtor constitutes a rehabilitation claim (Article 118 subparag. 1 of the Debtor Rehabilitation Act); in the case of a rehabilitation claim, before the assembly of related persons for the examination of the rehabilitation plan ends at the latest or before the decision to refer the rehabilitation plan to a written resolution under Article 240 of the Debtor Rehabilitation Act (Article 152(3) of the Debtor Rehabilitation Act); and, in the case of a rehabilitation claim, the unreported rehabilitation claim is forfeited. However, the obligation to pay the comprehensive real estate holding tax for the year 201 to which CCC belongs is established on June 1, 201, which is the tax base date. As such, the secondary obligation to pay the global real estate holding tax for the year 201 was established on June 1, 2011, it may be deemed that the cause existed, and thus, the Defendant’s claim against AAA development constitutes a rehabilitation claim. Nevertheless, the Defendant did not report the tax claim against AA development by the above deadline, thereby forfeited.

B. Relevant statutes

It is as shown in the attached Form.

C. Determination

1) Determination of whether a secondary taxpayer is an oligopolistic shareholder of a corporation should be made on the basis of the date on which a corporation’s tax liability is established (see Supreme Court Decision 85Nu405, Dec. 10, 1985). In principle, barring any special circumstance, a person who bears secondary tax liability for comprehensive real estate holding tax and special rural development tax for the year 201 of CCC is deemed to be a oligopolistic shareholder of CCC as of June 1, 201, which was the date on which the CCC’s tax liability is established (see Article 21(1)4 of the Framework Act on National Taxes).

2) However, in light of the following circumstances, it is reasonable to view that the secondary tax liability for AA development succeeded to the development of the AA industry in light of the aforementioned facts and the written evidence Nos. 3, 10, 11, and 12, comprehensively considering the overall purport of the pleadings. Accordingly, the instant disposition based on a different premise is unlawful.

① The instant rehabilitation plan, among the business sections of AAAA car sales, separate bus sales business and the construction business sector of AAA car sales, and newly established the GG car sales business and the development of AAA industry, a bus sales company, respectively. AA development, a surviving corporation, shall carry out all projects except bus sales business and construction business (in particular, consignment development business). The assets related to the relevant business sector are transferred by a new corporation, and tax liabilities, etc., as rehabilitation claims, are classified into rehabilitation claims and rehabilitation claims, and are transferred to a new corporation. Accordingly, the instant shares related to the construction business sector (the CCC that issued the instant shares, is a corporation that carries on real estate development, supply, sale, lease business, housing construction business, etc.) were transferred to a new corporation.

② The instant rehabilitation plan contains tax liability that is transferred to the development of the AA industry and the sale of GG car. However, the secondary tax liability that is at issue in the instant case is not included in the tax liability indicated as transfer to the development of the AAA industry. This does not appear to have been due to the following: (a) as of December 9, 2011, at the time of the decision to authorize the instant rehabilitation plan, the payment period for the comprehensive real estate tax and the special rural development tax for the year 201 ( December 15, 201) of the CCC did not expire; and (b) the secondary tax liability itself was not established (see, e.g., Supreme Court Decisions 2003Du13083, Apr. 15, 2005; 2010Du13234, May 9, 2012).

③ 채무자회생법 제280조는 '회생계획에서 신회사가 채무자의 조세채무를 승계할 것을 정한 때에는 신회사는 그 조세를 납부할 책임을 지며, 채무자의 조세채무는 소멸한다'고 규정하고 있는바, 비록 이 사건 회생계획안이 인가될 당시 CCC의 2011년 귀속 종합부동산세 및 농어촌특별세에 관한 제2차 납세의무가 성립하지 않은 관계로 이 사건 회생계획안에 위 제2차 납세의무가 AAA산업개발로 이전되는 조세채무로 기재되어 있지 않다고 하더라도, ㉠ 앞서 본 바와 같이 이 사건 회생계획안은 채무의 경우 사업 및 자산과의 관련성, 채무의 성격 등에 따라 구분하여 신설법인에 이전되는 것으로 정하고 있는 점, ㉡ 위 제2차 납세의무는 AAA산업개발에 이전된 자산인이 사건 주식과 관련된 채무인 점, ㉢ 분할로 인하여 신설되는 회사는 분할 전 회사의 권리와 의무를 승계하는 점(상법 제530조의10), ㉣ 채무자회생법 제280조의 규정 취지 등에 비추어 보면, 이 사건 회생계획안에 따라 AAA개발로부터 건설사업 부분이 분할되어 신설되면서 이 사건 주식을 비롯하여 건설사업 부문 관련 자산 및 그 자산과 관련된 채무를 이전받은 AAA산업개발로서는 AAA개발로부터 이 사건 주식과 함께 그와 관련된 제2차 납세의무(또는 제2차 납세의무자로서의 지위) 또한 승계하였다고 봄이 상당하고, 이렇게 해석하는 것이 그 당시 AAA개발, AAA산업개발의 의사에도 부합하는 것으로 보인다.

3. Conclusion

Therefore, the plaintiff's claim of this case is reasonable, and it is decided as per Disposition by admitting it.