2. The costs of appeal shall be borne by the Plaintiff.

Each disposition shall be revoked.

A. On December 26, 2007, KA purchased shares of 100,000 shares of the Plaintiff (SB 49,400 shares, SCC 121,200 shares, LA 379,400 shares, hereinafter referred to as "the shares of this case") in total of 11,000 won per share, and in certain cases, KA 11,00 billion won (hereinafter referred to as "the shares of this case") was issued with the 100,000 shares purchase price of 40,000 shares (hereinafter referred to as "the purchase price of this case") with the 10,000 shares purchase price of 10,000 shares, and the 20,0000 shares purchase price of the shares of this case was issued by the 10,000 shares purchase price of 4,000 shares, and the 10,0000 shares purchase price of the shares of this case was held by the 14,01,015,0100.

○ Notice of Taxation in accordance with the audit and inspection matters

- Non-collection of corporate tax on legally invalid acquisition of treasury stocks

○ Pre-Announcements of Taxation (Audit Matters)

- On January 18, 2010, the Plaintiff acquired 1 million won of its own shares from KA to 14,67.6 million won, and thereafter owned 1 million won, the Plaintiff’s acquisition of its own shares cannot be deemed as legitimate acquisition under the Commercial Act, and as it constitutes null and void, it shall be deemed as a loan of funds to stockholders (provisional payment). This shall be deemed as the provisional payment to KA, which shall include 14,67.6 million won of its own shares in the gross income recognized under Article 52 of the Corporate Tax Act and the inclusion of interest paid under Article 28 of the Corporate Tax Act in the gross income for 2010, corporate tax of 374,831,040, corporate tax of 360,952,050 won for 20,000 won for 200,000 won for 200,000 won for each business year (hereinafter “O20,010 won for 200,0000 won).

F. On the other hand, when the defendant was in a trial, the reason for the disposition of this case is that "The key fund source that the plaintiff paid the price of the shares on the pretext of the purchase of the shares is actually paid to the plaintiff in lieu of the plaintiff. Therefore, as the plaintiff's representative director, who is a party to this case's free loan to the plaintiff's representative director, deemed "the provisional payment without office of business" as the non-deductible of the interest paid to the plaintiff, and changed the disposition of this case to the inclusion of the recognized interest in the calculation of

[Ground of Recognition] Facts without dispute, Gap evidence Nos. 1 through 5, 9, Eul evidence No. 1 (including each number), the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

1) The defendant first changed the disposition of the corporate tax of this case by deeming that "the plaintiff's acquisition of shares is null and void as an act of acquiring shares in violation of the provisions of the former Commercial Act, but it did not immediately recover the shares paid by the plaintiff for an invalid juristic act from the KA, and thus, the above issue amount is considered as a "provisional payment in charge of business affairs with respect to the KA", and the reason for the disposition of this case was in fact paid by the plaintiff to the KA on behalf of the plaintiff to the KA, and thus, the reason for the disposition of this case was "the provisional payment in charge of business affairs with respect to the LA", and thus, it is not allowed to change the reason for the disposition of this case because it is not recognized as identical to the basic facts, and it seriously infringes the plaintiff's right of defense, and thus it is not allowed to change the reason for disposition.

2) Since the Plaintiff’s acquisition of the instant shares improved the capital basis by recovering wide range of corporate management rights, such as not receiving management instructions, etc. from the KA due to the acquisition of the instant shares, the acquisition of the instant shares cannot be deemed null and void solely on the ground that the Plaintiff failed to meet the requirements of the Commercial Act. Even if it is null and void, within the scope of distributable profits due to partial amendment of the Commercial Act on April 14, 201, the acquisition of the instant shares is possible by the resolution of the general meeting of shareholders. The Plaintiff’s distributable profits under the Plaintiff’s capital change list as of the end of 2011 exceed the OO of the instant shares acquisition amount, and the shareholders at the time agreed to all the acquisition of the instant shares. Accordingly, it shall be deemed that the existing shareholders ratified the acquisition of the instant shares, which is null and void, pursuant to the amended provisions of the Commercial Act, since

3) Meanwhile, there is no legal basis to regard the purchase price of the instant shares as a loan, and the Plaintiff did not know that the acquisition price of the instant shares was null and void due to the Plaintiff’s acquisition of the instant shares through a resolution of a temporary general meeting of shareholders according to the claim for purchase of the instant shares, the Plaintiff immediately commenced the collection procedure after the Defendant’s tax investigation and secured the collection scheme, the Plaintiff’s payment of the purchase price of the instant shares was made as earned surplus of the company, not the Plaintiff’s payment of the purchase price of the instant shares, but the Plaintiff’s payment of the purchase price of the instant shares with the existing borrowed funds, and the KA was under the possibility of actual recovery by dissolution only 5 months after selling the instant shares to the Plaintiff. In light of the fact that the purchase price of the instant shares did not constitute a provisional payment without any justifiable reason, and the Plaintiff did not recover the interest paid for the acquisition price of the instant shares from the KA without any justifiable reason, it is unlawful to

4) In addition, the provision of the unfair calculation panel is limited to the lawful and effective act. Since the acquisition price of the instant shares is not a loan but a consideration for acquisition of shares, and is reasonable as the market price, and since the obligation to return the Plaintiff’s shares and the Plaintiff’s obligation to return the Plaintiff’s price are in the simultaneous performance relationship, the Plaintiff’s acquisition of the instant shares is deemed to be an act in a normal economic person’s rational transaction form, and thus, it is unlawful to apply the provision of the unfair calculation panel to include the interest rate for the acquisition price of the instant shares in the calculation of the Plaintiff’s status as the Plaintiff’s specially related person. Thus, the instant disposition in this case is based on the premise that the Plaintiff’s interest rate for the acquisition price of the instant shares is as the Plaintiff’s shareholder, and since it was dissolved on May 26, 2010, the provision of the unfair calculation panel and the provision of the non-deductible of the paid shares are not applicable to the disposition of imposition of the Plaintiff’s shares in this case.

○○○ A (A), LA (B), LA (A), LA (A), and LA (A (hereinafter referred to as “A, B, C, and C”) and LA (hereinafter referred to as “existing shareholders”) enter into this contract as follows. Existing shareholders and LB under this contract hold 2,497,00 shares of the Plaintiff’s ordinary shares as of the date of this contract (10% of the common shares issued by the Company). ○○ and LB and LB, as of December 26, 2007, LA and LB entered into a share sales contract (hereinafter referred to as “share sales contract”). Article 2(2) of the Company’s acquisition of shares (hereinafter referred to as “stocks sales contract”).

KA shall acquire common shares of the company (Plaintiff) in accordance with the terms and conditions set forth in the share purchase and sale contract, and shall make such common shares of the company as they have acquired in accordance with the share purchase and sale contract. Article XII (Other Agreements)

1. In any of the following cases, the rate of acquisition of the shares of the Company A and the amount calculated by adding the annual interest rate of 15% from the date of acquisition of the shares of the Company A to the date of sale of the shares of the Company A (hereinafter referred to as “contractual purchase price”) may be claimed against the Company A to purchase the shares of the Company A at the annual interest rate of 15%, and the Company A shall purchase the shares within 30 days from the date of receipt of the request for purchase of the Company A, unless the KOSDAQ or the securities market is listed by December 31, 209: Provided, That if the Parties agree, the KOSDAQ or the securities market may be extended by one year if the KOSDAQ or the securities market is not listed as provided for in Paragraph 1 of this Article. < Amended by Act No. 2790, Dec. 31, 2009>

It is as shown in the attached Table related statutes.

(c) Fact of recognition;

1) On December 26, 2007, the major contents of the instant sales contract entered into between the Plaintiff’s shareholder and the ASEAN, ParkA, SCC, and shipA are as follows.

2) The Plaintiff was unable to list the stocks on the KOSDAQ or the securities market by December 23, 2009. Accordingly, on December 24, 2009, the Plaintiff demanded that the Plaintiff purchase, not later than January 23, 2010, the amount calculated by adding 100,000 shares of the instant case to the West pursuant to Article 12(1) of the instant sales contract, and the unit price of acquisition to the amount calculated by adding 15% per annum to the unit price of acquisition until the date of purchase (the agreed purchase price).

3) The Plaintiff filed a claim for the purchase of shares with the Western. On January 15, 2010, the Plaintiff decided to acquire the shares of this case by holding a temporary general meeting of shareholders in response to the said claim for purchase. On January 18, 2010, the Plaintiff purchased the shares of this case in KRW 14,676,184,49 and paid the price in full. 4) Meanwhile, on May 26, 2010, the Plaintiff dissolved on May 26, 2010 at the expiration of the 5-year period of existence. The Plaintiff received the notice of notice of taxation from the Defendant, and filed an application for conciliation against the Plaintiff on May 24, 2013 (Seoul High Court Decision 2013M34637, June 24, 2013, the said court did not have any right to claim the transfer of shares of this case to the Plaintiff, and the Plaintiff did not transfer the right to claim the transfer of shares of this case to the Plaintiff 3013A.

[Reasons for Recognition] Facts without dispute, Gap evidence Nos. 2, 3, 8, and 9 (including each number), part of the witness KimA of the first instance trial, and the purport of the whole pleadings.

1) If the reasons for the disposition are changed

The subject matter of a lawsuit seeking the revocation of a taxation disposition is objective existence of the tax base and amount of tax recognized by the disposition of the tax authority, and the tax authority may add and change the grounds for the disposition to the extent that it maintains the identity of the disposition in order to support the legitimacy of the tax base and amount of tax recognized by the disposition until the closing of pleadings in the fact-finding proceedings (see, e.g., Supreme Court Decision 2000Du2181, Mar. 12, 2002). As the grounds for the disposition of the instant disposition, the Plaintiff’s act becomes null and void by acquiring its own stocks from KR on behalf of ASEAN

The issue is that the issue should be recovered from the KA, but the issue is not recovered.

In view of the fact that the Plaintiff borrowed the acquisition fund to acquire the shares of this case from the Republic of Korea to the Government of the Republic of Korea, the key amount is deemed as the provisional payment from the Government of the Republic of Korea to the Government of the Republic of Korea, or between them, it is identical to the tax base and tax amount from the calculation of the recognition interest rate for the same amount and the exclusion of the interest from the deductible expenses. As such, it is allowed as it constitutes a change in the grounds for disposition within the scope of maintaining the identity of the disposition.

2) Whether the act constitutes an act of wrongful calculation and provisional payment without office

가) 법인세법 제28조 제1항 제4호 나목, 법인세법 시행령 제53조 제1항은 "법인 이 법인세법 제52조 제1항의 규정에 의한 특수관계인에게 해당 법인의 업무와 관련 없이 지급한 가지급금 등에 대한 차입금의 이자는 손금에 산입하지 아니한다"고 규정하고, 법인세법 제52조 제1항은 "법인의 행위 또는 소득금액의 계산이 대통령령이 정하는 특수관계인과의 거래로 인하여 그 법인의 소득에 대한 조세의 부담을 부당하게 감소시킨 것으로 인정되는 경우 과세관청이 이를 부당행위계산으로 보아 익금에 산입할 수 있다"고 규정하고 있다. 그리고 법인세법 시행령 제88조 제1항은 "금전, 그 밖의 자산 또는 용역을 무상 또는 시가보다 낮은 이율・요율이나 임대료로 대부하거나 제공한 경우(제6호)", "그 밖에 제1호 내지 제7호, 제7호의2, 제8호 및 제8호의2에 준하는 행위 또는 계산 및 그 외에 법인의 이익을 분여하였다고 인정되는 경우(제9호)" 등을 부당행위계산의 유형으로 들고 있다. 위와 같이 법인세법상 지급이자 손금불산입의 대상이 되는 업무무관 가지급금에는 순수한 의미의 대여금은 물론 구상금채권 등과 같이 채권의 성질상 대여금에 준하는 것도 포함되고, 업무와의 관련성 여부는 당해 법인의 목적사업이나 영업내용을 기준으로 객관적으로 판단되어야 할 것인데, 법인이 특수관계인으로부터 지급받아야 할 매매대금의 회수를 정당한 사유 없이 지연시키는 것은 실질적으로 매매대금이 계약상의 의무이행기한 내에 전부 회수된 후 다시 가지급된 것과 같은 효과를 가져온다는 점에서 그 미회수 매매대금 상당액은 법인세법 제28조 제1항 제4호 나목이 규정하는 "업무와 관련 없이 지급한 가지급금 등"에 해당하여 그에 상당하는 차입금의 지급이자가 손금에 산입되지 아니한다. 또한 그와 같은 매매대금의 회수지연이 건전한 사회통념이나 상관행에 비추어 경제적 합리성이 결여되어 조세의 부담을 부당하게 감소시킨 것으로 인정되는 경우에는 법인세법 제52조, 법인세법 시행령 제88조 제1항 제6호의 규정에 의한 부당행위계산부인에 의하여 그에 대한 인정이자가 익금에 산입된다(대법원 2006. 10. 26. 선고 2005두1558 판결, 대법원 2010. 1. 14. 선고 2007두5646 판결 등 참조). 나) 먼저 이 사건 주식취득 대금이 업무무관 가지급금에 해당하는지에 관하여 보건대, 위 인정사실에 의하면 서AA는 원고의 대표이사로서 특수관계인에 해당하고, 서AA, 서BB, 서CC, 배AA이 2007. 12. 26. KAA에게 이 사건 주식을 매도하면서, 2009. 12. 31.까지 이 사건 주식의 상장이 이루어지지 않으면 KAA가 서AA에게 약정매매가격으로 이 사건 주식을 매수청구할 수 있다는 내용의 이 사건 매매계약을 체결한 사실, 그런데 위 일시까지 이 사건 주식의 상장이 이루어지지 아니하여 KAA가 서AA에게 주식매수청구권을 행사한 사실, 이 사건 매매계약상 매수청구의 상대방은 원고가 아닌 원고의 대표이사 서AA이므로 서AA가 주식매수 대금을 지급하여야 함에도 불구하고 원고는 서AA를 대신하여 KAA에 주식매수 대금을 지급한 사실, 원고는 피고로부터 과세예고통지를 받기 전까지는 KAA나 서AA로부터 이 사건 주식취득 대금의 회수를 위한 아무런 조치를 취하지 않았고, 그 사이에 KAA가 존립기간 만료로 해산한 사실, 원고는 피고로부터 과세예고통지를 받은 후인 2013. 5. 24.에야 KAA 및 서AA를 상대로 조정신청(서울중앙지방법원 2013머34637호)을 하였고, 2013. 6. 24. 위 법원에서 KAA는 2013. 7. 31.까지 이 사건 주식인도청구권을 서AA에게 양도하고, 서AA는 KAA의 원고에 대한 주식매매대금반환채무 14,676,184,000원을 인수하며, 원고는 서AA가 위 매매대금반환채무를 인수함과 동시에 이 사건 주식을 서AA에게 인도한다 는 내용의 조정에 갈음하는 결정이 내려져 2013. 7. 30. 위 결정이 확정된 사실을 알 수 있으며, 서AA가 위 조정에 갈음하는 결정에 따라 KAA의 원고에 대한 주식매매대금반환채무 14,676,184,000원을 인수하였음에도 현재까지 이 사건 주식취득 대금을 원고에게 반환하였음을 인정할 아무런 증거가 없다. 위와 같은 사실들을 종합하여 볼 때, 원고는 서AA에게 주식취득 자금을 무상으로 대여하였다 할 것이므로, 원고가 KAA에 지급한 이 사건 주식취득 대금은 법인세법 제28조 제1항 제4호 나목이 규정하는 특수관계인인 서AA에게 업무와 무관하게 지급한 가지급금이라고 할 것이다. 따라서 피고가 이 사건 주식취득 대금에 대한 지급이자를 손금불산입한 것은 적법하므로, 원고의 이 부분 주장은 이유 없다. 또한 원고는 기존에 차입한 금원으로 이 사건 주식취득 대금을 지급한 것이 아니라 원고가 보유하고 있던 이익잉여금으로 지급하였으므로, 이 사건 주식취득 대금에 대한 지급이자는 없다는 취지로 주장하나, 갑 제12호증의 기재만으로는 원고의 위 주장사실을 인정하기에 부족하고, 달리 이를 인정할 증거가 없으므로, 원고의 이 부분 주장 역시 이유 없다.

C) Next, delay in recovering the share acquisition price of the instant case is subject to the avoidance of wrongful calculation.

According to the above facts, it is reasonable to view that the purchase price of the instant shares paid by the Plaintiff to the KR on behalf of the ASEAN is a loan to the ASEAN, but it should be recovered. However, since the acquisition of the instant shares on January 18, 2010, the Plaintiff did not receive interest, etc. without any justifiable reason until now without collecting the purchase price of the said shares. This is an abnormal act contrary to the economic rationality in light of the sound social norms and commercial practice, and thus, constitutes an act contrary to Article 88(1)6 and 9 of the Enforcement Decree of the Corporate Tax Act, which constitutes “a case where money, other assets, etc. are lent or provided without compensation or at an interest rate lower than the market price, etc.” or “an act equivalent thereto,” and thus, it is legitimate to deem that the Defendant’s inclusion in the calculation of the interest to be recognized as the purchase price of the instant shares is legitimate, and thus, this part of the Plaintiff’s assertion has no merit.

3) Determination on the remainder of the Plaintiff’s assertion

As seen earlier, the Plaintiff’s assertion that: (a) insofar as the key source of the issue that the Plaintiff paid the price of the instant shares to the KA in fact falls under the temporary payment of the amount to be paid to the KA; and (b) the Plaintiff’s ground for disposition of this case was changed to include the recognized interest in the calculation of the corporate tax; (c) the Plaintiff’s assertion that the acquisition of the instant shares constitutes an exception to the acquisition of treasury shares under the Commercial Act or becomes effective through ratification; and (b) the Plaintiff’s disposition of this case was unlawful as it did not collect the price of the shares from the KA without any justifiable reason; and (c) the provision on the unfair calculation panel of wrongful calculation is not only the legal and effective act; and (d) the Plaintiff’s assertion that the provision on the wrongful calculation panel is not applicable because the acquisition of the instant shares is a normal transaction, and thus, it is premised that the Plaintiff’s status of a specially related person is the Plaintiff; and (d) the Plaintiff’s remaining grounds for disposition of this case, including the Plaintiff’s dissolution and dissolution, are no longer applicable.

3. Conclusion

Therefore, the plaintiff's claim is dismissed as it is without merit, and the judgment of the court of first instance is just in conclusion, and the plaintiff's appeal is dismissed as it is without merit. It is so decided as per Disposition.