2. The costs of appeal are assessed against the Plaintiffs.

The reasoning of the judgment of the court concerning this part is that the ○○ Industry, on September 11, 2008, paid 580,000,000 won to △△△△△△△△ (hereinafter referred to as △△△△△△△△△) on the same date and received it from the same person. The ○○ Industry, “○○,” without disposing of it as short-term loans to △△△△△△△△, took out 11, 2008 * 580,000,000 won from the bank, received the △△△△△△△△△△ (hereinafter referred to as △△△△△△△△△△△), and received the same payment as the construction cost related to the disposal of wastes, and instead disposed of it as 100,000,000 won, 200,0000 won, 3rd 1,000,000 won, more than 1,000,0000 won.

2. Determination on the legitimacy of Plaintiff AA’s action

The reasoning for this part of the judgment is that the court shall accept the judgment of the court of first instance in accordance with Article 8(2) of the Administrative Litigation Act and the main text of Article 420 of the Civil Procedure Act, since the court shall accept the judgment of the court of first instance in accordance with Article 8(2) of the Administrative Litigation Act and the main text of Article 420 of the Civil Procedure Act, except that the date on which the court of first instance

3. Determination as to Plaintiff BB’s claim

(a) Related Acts and subordinate statutes;

The reasoning for this part of the judgment of the court is the same as that for the corresponding part of the judgment of the court of first instance, and thus, the judgment of the court of first instance shall be quoted in accordance with Article 8(2) of the Administrative Litigation Act and Article 420

B. Determination as to the Plaintiff BB’s assertion related to the issue amount 1 amount

1) Summary of the parties’ assertion

A) Plaintiff BB’s assertion

The key issue amount is that the ○ Industry borrowed KRW 580 million from the △△△△△ on September 11, 2008, and the above KRW 580 million was accounted for as the new subscription deposit money, and the capital was replaced by the capital, and thus, the issue amount is that it was related to the borrowed money on September 11, 2008, and it is irrelevant to the issue amount of the 1st issue amount, which Plaintiff B, etc. borrowed money from J and SS, and borrowed money from J and S. The issue amount is irrelevant to the 1st issue amount. Since the ○ industry was not leaked due to the lack of the fact that ○ industry's assets were leaked, the Defendant's taxation based on this is unreasonable.

B) Defendant’s assertion

Although Plaintiff BB et al. did not pay KRW 580,000,000,000 from J and SS, regardless of whether the financial resources of the instant capital increase with respect to new capital increase were the one borrowed from the △△△△△△△, Plaintiff BB et al. received shares equivalent to the amount of the capital increase with respect to the capital increase with respect to the capital increase with respect to the capital increase with respect to the capital increase with respect to the capital increase with respect to the capital increase to the capital increase with respect to the capital increase with respect to the capital increase, the tax disposition by deeming Plaintiff BB

2) Determination

A) The key issue is whether the amount included in the calculation of earnings under Article 67 of the former Corporate Tax Act (amended by Act No. 10423, Dec. 30, 2010; hereinafter the same) and Article 106 (1) 1(a) of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 22687, Mar. 2, 2011; hereinafter the same) is obvious that the amount included in the calculation of earnings has leaked out of the company, and whether the part corresponding to the share is attributed to Plaintiff BB and can be disposed of as a dividend.

B) In filing a return on, or determining or revising, the corporate tax base, income disposition under Article 67 of the former Corporate Tax Act stipulates whether the amount included in gross income has been reserved or has been leaked to a corporation’s inside or outside of the company. If the amount was leaked to a private place, it is a procedure under the tax law that determines the type of attribution and the type of income (see, e.g., Supreme Court Decision 2007Du11382, Apr. 29, 2010). Article 106(1)1 of the former Enforcement Decree of the Corporate Tax Act “where it is obvious that the amount included in gross income has been leaked to a private place” does not necessarily require a real cash outflow (see, e.g., Supreme Court Decision 2002Du1854, Apr. 11, 2003).

C) Comprehensively taking account of the facts acknowledged in the process of the above disposition and the following circumstances acknowledged by the above evidence, it is reasonable to view that: (a) ○○ Industry accounts for the first amount of the outstanding shares worth KRW 212,686,000 equivalent to the Plaintiff BB’s share out of the 1st issue amount as a provisional deposit; (b) the amount was replaced by the new subscription deposit on December 31, 2008; and (c) on December 23, 2009, the amount was opened as a substitute for the new subscription deposit; and (d) the amount was deemed as the capital increase from the capital increase to the Plaintiff’s account as the capital increase; and (e) it was leaked to the Plaintiff B as

① On September 11, 2008, the ○ Industry borrowed the 1st issue amount from the △△△△△ to the △△△△△△△, accounting of the outstanding subscription deposit as the representative director’s acceptance of the △△△△△△, and then transferred the loan amount to the △△△△△△△ on December 23, 2009. However, under the general corporate accounting process standards, the representative director’s receipt of the △△△△△ was without any ground for accounting, and ultimately, the ○○ Industry still bears the 580 million loan liability against the △△△△△△△△△, irrespective of the above accounting process. Moreover, there is no ground for converting the 1 amount borrowed from the △△△△△△△, despite the failure of the △△, etc. to pay the new stocks to the △△△△△, etc., into the new stocks subscription deposit. Ultimately, the 1st issue amount was transferred to the △△△△, etc. as the capital increase of the Plaintiff B, etc.

② There is no circumstance to deem that Plaintiff BB subrogated for short-term loans of KRW 580 million to △△△△△△△△△△△ in the instant capital increase. Plaintiff BB has lent a large amount of money as the representative director of the ○ industry during the instant period, and the representative director’s incorporation of the money as the stock subscription deposit into the capital. However, even according to the assertion, Plaintiff BB did not make any monetary contribution during the instant capital increase. In addition, Plaintiff BB did not make any monetary contribution during the instant capital increase, which was applied at the time of the instant capital increase, and it cannot be set off against the company with regard to the payment of the subscription price of the shares allocated to the new stocks pursuant to Articles 34 and 421 of the former Commercial Act (amended by Act No. 10600, Apr. 14, 2011). Therefore, the claim that the representative director of the instant case used the money as the price for capital increase cannot be accepted.

③ Meanwhile, on the premise that △△△△△ in fact did not recover one of the issues at issue after capital increase with respect to the instant case, the previous District Court filed a lawsuit against ○○ Industry for loans as 2009Kahap749. In the instant case, △△△△ in seeking the payment of one of the issues against ○○ Industry, and the decision of recommending settlement was rendered on June 29, 201 to offset the claim against △△△△△△△△△△△’s defect repair claims against the instant industry and became final and conclusive.

④ Plaintiff BB also asserted that the 1st issue amount was incurred from the loan from J and SS, and thus, Plaintiff BB did not actually bear the burden during the process of using the 1st issue amount as the purchase price of new shares ( Plaintiff BB’s borrowing the same amount from J and SS, which constitutes the fictitious payment after the loan from J and SS, and this constitutes the outflow of company, and the Defendant’s assertion that this constitutes the outflow of company. However, Plaintiff BB’s assertion that the financial resources for the instant subscription to new shares are funds borrowed from △△△, not from J and SS, but from the loan from △△△. However, even if the nature of the financial resources of the instant subscription to new shares is certain, it does not change that Plaintiff BB did not actually bear such financial resources).

⑤ Plaintiff BB also asserts to the effect that it cannot be deemed a dividend because there is no resolution of the general meeting of shareholders to distribute the amount to Plaintiff BB as to the amount in question 1. However, Article 17(1)4 of the former Income Tax Act (amended by Act No. 11146, Jan. 1, 2012) provides that the amount treated as the corresponding amount under the Corporate Tax Act shall be the dividend income accrued during the pertinent taxable period. Article 67 of the former Corporate Tax Act and Article 106(1)1 (a) of the former Enforcement Decree of the Corporate Tax Act are clear that the amount included in the gross income under Article 67 of the former Corporate Tax Act and Article 106(1)1 (a) of the former Enforcement Decree of the Corporate Tax Act has been leaked out of the company, and if the person to whom it belongs is a stockholder, it would be disposed of as a dividend to the corresponding person. Therefore, this part of the claim is without merit.

(6) Meanwhile, according to the appraiser KBS’s appraisal result, even if the ○ industry did not account the 1st day of September 11, 2008 as short-term loans to △△△△△△, and the representative director’s provisional payment was disposed of, the reason for disposition of income does not arise. However, on December 23, 2009, the 1st day of the issue was ultimately determined without considering the circumstances in which the ○○ amount was used as the payment of the share price to Plaintiff BB, etc. In fact, the ○ industry still bears the loan obligation of KRW 580 million against the △△△△△△△△ after the allotment of new shares to Plaintiff BB, etc., and the appraiser HS presented its opinion to the effect that it is possible to dispose of the △△△△△△△△, etc. Accordingly, it does not interfere with the appraisal result of the appraiser’s appraisal that the Plaintiff’s income is recognized as the income disposition against Plaintiff BB, etc.

C. Determination as to the Plaintiff BB’s assertion related to the issues two amount

1) The assertion

A) Plaintiff BB’s assertion

The key amount of 200 million won is set off by the ○ Industry against the instant loan claims and deposit money deposited against △△△△△△△ on December 31, 2009, and the ○ Industry expressed its intent to waive the instant loan claims against Plaintiff BB, and the 2 amount at issue was not attributed to Plaintiff BB. The taxation on the 2 amount at issue is subject to the taxation by the Accounting Office of December 31, 2009, and is not subject to the determination on the closure of business on December 31, 2010.

B) Defendant’s assertion

The 2nd issue amount is that ○○ industry was no longer reflected in the statement of financial position through accounting on December 31, 2009, and ○○ industry’s waiver of the instant loan claim. Therefore, pursuant to Article 106(1)1(a) of the former Enforcement Decree of the Corporate Tax Act, the 2nd issue amount ought to be deemed as a dividend to Plaintiff B, and the disposal of income should be deemed as such.

2) Determination

In full view of the following circumstances acknowledged by the above facts and evidence, it is reasonable to view that the ○ Industry exempted Plaintiff BB from its obligation by keeping accounts as offset against the obligation of KRW 500 million on December 31, 2009, without being being paid a loan claim on the 2nd amount from Plaintiff BB. Accordingly, it is reasonable to view that the Defendant’s disposal of this part against Plaintiff BB was lawful (based on the circumstances in which the 2nd amount was not recovered on December 31, 2010 in the process of closing the ○ industry, even if the amount of deemed dividend was calculated based on the circumstances in which the 2nd amount was not recovered, it is reasonable to view that the Defendant’s taxation was subject to offset against the instant loan claim and the obligation owed to Plaintiff BB on December 31, 2009, and that the Defendant’s disposal of this part of the income against Plaintiff BB was not subject to Plaintiff BB’s removal from the company regardless of Plaintiff B’s closure of the business as follows.

① On December 31, 2009, ○ Industry offsets the obligation of KRW 500 million against the obligation of KRW 500 million against the Plaintiff BB and other obligation of KRW 500 million against the other obligation of KRW 500 million against the Plaintiff BB, which is in violation of the general corporate accounting processing guidelines. As such, ○○ Industry remains liable against the △△△△△△△△△△△△△△△△, while the instant loan claims on KRW 2 of the issues relating to Plaintiff BB in the ○ industry are resulting in the loss

② In the instant loan claim filed by the △△△△△△ prior to the filing of the instant loan claim against the ○ industry, the △△△△△ rendered a decision to recommend reconciliation, which offsets the defect repair claims against the △△△△△△△△△△△△△△ in the key issues and the 2nd day of June 29, 2011, was finalized.

③ On December 31, 2009, Plaintiff BB asserted that the offset of the instant loan claims against Plaintiff BB with the obligation of KRW 500 million against △△△△△△△△△ on December 31, 2009 is aimed at reducing the debt ratio of the ○○ industry and that the error occurred in the course of accounting management. However, it is difficult to easily understand the assertion that ○○ was conducted by offsetting in violation of the general corporate accounting processing guidelines in order to reduce the debt ratio, and it is not found that ○○ industry had made an objection to correct it later. Moreover, as seen below, it is difficult to view that the offset is merely an error that occurred in the course of accounting management, since the ○ industry sought the repayment of the instant loan claims against Plaintiff BB.

④ In light of the fact that ○○ Industry was composed of Plaintiff BB and its family members, Plaintiff BB owned 36.67% of the shares of ○○ Industry, and Plaintiff AA, a representative director, and a shareholder holding 53.33% of shares, were Plaintiff BB’s children, it cannot be said that ○ Industry did not externally waive the Plaintiff BB’s claim collection.

⑤ Since the ○ Industry lent KRW 1 billion to Plaintiff BB on January 2, 2008, and recovered KRW 500 million from Plaintiff BB on March 12, 2008, there is no reason to deem that Plaintiff BB had collected the remaining loans of KRW 500 million or interest thereon until December 31, 2009, and there is no evidence to deem that Plaintiff B had sought performance on the premise that the loans of KRW 500 million remain due to the issues relating to Plaintiff BB after accounting as above.

④ Plaintiff BB asserts that the appraisal result is contrary to the appraisal result that the Plaintiff BB could not make any tax adjustment related to dividends to the 2 amount at issue. However, the appraiser’s appraisal result is that the ○ Industry offsets the deposit amount of KRW 500 million and other deposit amount of KRW 500 million, and it is impossible to conduct the above accounting performance if it complies with the general corporate accounting standards, and if it is deemed that the accounting performance was only made in the ○ industry, the amount of KRW 500 million is not leaked to the outside of the company. The appraisal result is merely a mere review of whether the above accounting was leaked to the outside of the company, without considering the possibility of recovery or recovery of the claim. Therefore, it cannot be deemed as impeding the appraiser’s appraisal result to acknowledge that the Plaintiff BBS’s disposal should be disposed of with respect to the Plaintiff B

4. Conclusion

Therefore, the plaintiff AA's lawsuit is dismissed, and the plaintiff BB's claim is dismissed as it is without merit. The judgment of the court of first instance is just and the plaintiffs' appeal is dismissed as it is without merit. It is so decided as per Disposition.