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

Cheong-gu Office

Disposition on the imposition of KRW 128,376,430, which the Defendant imposed on the Plaintiff on August 28, 2015, by the Defendant

(b) revoke the subsection (3).

A. The Plaintiff’s lawsuit between D and D, January 11, 2013, as a company that produced ready-mixed, and the Plaintiff’s lawsuit between D and D, Inc.

CC-gun 664 Ground Building 1st floor 247.16 square meters and parts thereof, CC-gun, a factory producing milk,

The term "factory of this case" (hereinafter referred to as the "factory of this case") and ready-mixed production facilities, the certification of KS labeling and the licensing company;

A sales contract (hereinafter referred to as "the sales contract of this case") was prepared to sell port, goodwill, etc. (hereinafter referred to as "factory, etc. of this case in combination with the factory of this case") in KRW 912,00,000.

B. The instant sales contract does not state “the succession of workers’ employment” in principle.

If a worker desires to be employed, the claimant shall be selected and employed by him."

C. The Plaintiff did not issue a tax invoice to DD with respect to the sale of the instant factory, etc.

The defendant did not report or pay value-added tax to the defendant.

D. The Defendant did not receive evidentiary documents, such as a tax invoice for the sale of the instant factory, etc. from the Plaintiff while examining the details of the corporate tax return filed by DD in 2013.

On October 20, 2014, D Co., Ltd. reported and paid penalty tax of KRW 18,240,000 ( KRW 912,00,000 x 2%) under Article 76(5) of the former Corporate Tax Act (amended by Act No. 12153, Jan. 1, 2014) calculated on the basis of the failure to pay the above tax invoice to the Defendant on the grounds of the failure to pay the tax invoice.

E. On August 28, 2015, the Defendant issued a tax invoice on the sale of the instant factory, etc. to the Plaintiff.

Value-added tax on KRW 912,00,000 on the grounds that the value-added tax was omitted for the purchase price of KRW 912,00,000 on the said KRW 912,00,000 on the following grounds: (a) plus additional tax on the issuance of tax invoices and non-issuance, underreporting, and non-payment in good faith was corrected and notified (hereinafter “instant disposition”).

F. On November 27, 2015, the Plaintiff’s objection and sought revocation of the instant disposition to the National Tax Service.

Although the claim was filed, it was dismissed on March 24, 2016.

[Reasons for Recognition] Gap evidence Nos. 1, 29, 30, Eul evidence Nos. 1 to 3, the purport of the whole pleadings

2. Relevant statutes;

It is as shown in the attached Form.

3. The assertion and judgment

A. The parties' assertion

1) The plaintiff's assertion

A) The sales contract of this case is limited to the externally prepared by DD for the purpose of avoiding the Plaintiff’s contingent debt, and the Plaintiff comprehensively transferred DD’s ready-mixed business to DD.

B) The Plaintiff and Diplomatic Co., Ltd. transferred all the employment relationships, physical facilities, outstanding amounts, goodwill, etc. to Diplomatic Co., Ltd.; ② At the time, EE transferred the right to collateral on the instant factory site to DD Co., Ltd.; ② At the time, D Co., Ltd. (the representative director of D Co., Ltd) entered into a contract for direct payment (transfer of the right to collateral) of the Plaintiff’s payment to D Co., Ltd. (the total amount of the Plaintiff’s obligation to the Plaintiff’s business partners; C Co., Ltd. (the total amount of the cement supply amount of KRW 735,965,540; and C Co., Ltd. (the total amount of KRW 380,00,000 prior to the transfer of E Co., Ltd.) with the purchase price of KRW 2,198,385,947, which was paid by the Plaintiff to the Plaintiff’s business partner or the E Co., Ltd.

C) Therefore, the Plaintiff comprehensively transferred the ready-mixed business to D Co., Ltd.

This constitutes a transfer of business subject to value-added tax exemption, imposing value-added tax on the Plaintiff.

The instant disposition is unlawful.

2) The defendant's assertion

A) The instant sales contract states that the Plaintiff’s former employee did not succeed to the employment relationship in principle, and the parties are deemed to have transferred and acquired only physical facilities. Therefore, this is merely a supply of goods, not a comprehensive business transfer.

B) D Co., Ltd. paid an additional tax on KRW 912,00,000 to the Defendant on the ground of the failure to receive the tax invoice, which means that D Co., Ltd recognizes that the sale of the instant plant constitutes the supply of goods.

C) Even according to the Plaintiff’s assertion, the sale of the instant plant, etc. is merely an accord and satisfaction for the repayment of the Plaintiff’s debt to HH Co., Ltd. and thus constitutes subject to taxation.

B. Determination

Article 6(6) of the former Value-Added Tax Act (Amended by Act No. 11873, Jun. 7, 2013)

2. Article 17(2) of the Enforcement Decree of the same Act and Article 17(2) of the same Act (amended by Presidential Decree No. 24359, Feb. 15, 2013) provides that a comprehensive succession of all rights and obligations with respect to the business shall not be deemed the supply of goods. The transfer of a business not deemed the supply of goods refers to a comprehensive transfer of physical and human facilities, rights and obligations, etc., including business property, to replace only the management body while maintaining the identity of the business. As such, the business must be separated from the management body as an organic combination of human and physical facilities so that social independence can be recognized. The fact that the object of transfer is not a simple physical facility, but such organic combination is not a value-added tax, and the burden of proof for such transfer is a taxpayer (see, e.g., Supreme Court Decision 2005Du17294, Nov. 29, 2007).

(1) No. 6-1 of the Evidence No. 16, 27, and 6-1 of the above-mentioned facts

the following shall be deemed to have been known in full view of each entry, the testimony of the EE of the witness, and the purport of the entire pleadings:

In light of the circumstances, the evidence submitted by the Plaintiff alone to D Co., Ltd.

It comprehensively transferred the business and replaced only the management body while maintaining the identity of the business.

The Plaintiff’s assertion is without merit, and there is no other evidence to acknowledge it.

(c)

1) The Plaintiff asserts that the actual transaction contents with DD are different from those stated in the instant sales contract. However, in the case of the Plaintiff’s undertaking (Evidence A 16), the overall acquisition agreement, etc. that can prove the details of the transaction claimed by the Plaintiff is not submitted. In the case of the Plaintiff’s undertaking, only the content of the Plaintiff’s obligation to perform the obligation to DD or EE, and the specific contents of the transaction subject are not entirely specified. Therefore, it is difficult to recognize the fact that the Plaintiff’s business was comprehensively transferred to DD only with the said undertaking.

2) The instant sales contract, which is a disposal document, contains a special agreement that does not, in principle, succeed to the employment of an existing employee, and a letter of commitment submitted by the Plaintiff (Evidence A 15).

In addition, the content on the succession of employment by workers is not entirely stated, and on the other hand, the Plaintiff’s affiliation.

근로자였던 김JJ, 박KK, 김LL, 박QQ 중 주식회사 DD에 고용이 승계된 근로자

는 박QQ 1인 뿐이다. 이러한 사정들에 비추어 보면, 개인적인 사유로 주식회사 DD

Each fact confirmation of Kim J, Park K and KimL, and each statement of the FF's statement (Evidence A27) which is the representative director of DD, all of which are not continued to work at DJ, Kim J, Park K and KimL, shall be alone, and the plaintiff and the corporation

It is insufficient to recognize that D was subject to transfer to the employment relationship.

3) Recognition of all the Plaintiff’s assertion as to the substance of the actual contract between the Plaintiff and D Co., Ltd.

Even if DD did not complete the registration of ownership transfer for the instant factory, the Plaintiff continued to exist as a corporation even after its closure on May 6, 2013, and DD or its representative director FF was entirely transferred the Plaintiff’s shares from EE and Y as the Plaintiff’s shareholders.

In this case, the corporation shall succeed to the plaintiff's contingent obligation while doing the transaction in this case.

In full view of the concerns about B, the Plaintiff is ultimately entitled to the instant plant, etc. in DD.

In order to transfer only the occupancy and use right or the de facto management right, and contingent liabilities, etc., the name in the form of the factory or the Plaintiff corporation in this case appears to continue to exist in the Plaintiff. However, as such, the Plaintiff and DD corporation did not complete the ownership of the factory in this case or the transfer procedure of the Plaintiff company’s shares, but did not succeed to the obligations.

In light of the selected points, the duty of physical and human facilities and rights shall be transferred comprehensively.

It can not be seen that it had been seen.

4. Conclusion

Therefore, the plaintiff's claim is dismissed as it is without merit. It is so decided as per Disposition.