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

The following facts are not disputed between the parties, or can be acknowledged by taking into account the whole purport of the pleadings in the descriptions of evidence Nos. 1 through 5, evidence No. 9, evidence No. 1-2, evidence No. 2, evidence No. 2-1, 2, and evidence No. 3-1 through 5, and evidence No. 4.

A. On March 12, 1999, the Gohap Co., Ltd. (Seoul Central District Court declared bankrupt on March 28, 2008, and the plaintiff was appointed as bankruptcy trustee and taken over the lawsuit of this case on the same day, and for convenience, the plaintiff (hereinafter referred to as the "the plaintiff") filed a report on March 12, 199 that, in calculating the liquidation income by a merger to report the corporate tax on the liquidation income of the Gohap Petroleum on June 11, 1999, the liquidation income by the merger was calculated for the purpose of calculating the liquidation income by the merger price (the share investment price received by the merger) 26,942,785,00 won after deducting the total amount of equity capital (payment) from the total amount of equity capital as of the date the merger is registered, the corporate tax was reported as non-existent.

B. However, within two years prior to the date of the registration of the merger, the defendant issued a disposition to correct the amount of corporate tax based on the liquidation income newly calculated against the plaintiff on May 17, 2004, including the total amount of the merger cost of KRW 18,285,514,384, which included the total amount of the corporate tax and resident tax, on the ground that the plaintiff's stocks acquired by the Gohap Petroleum, the stocks of the Gohap Heavy Industries, and the stocks of the Gohap Petroleum company converted into convertible bonds, deemed that the Gohap Petroleum constitutes a combined stock under Article 80 (2) of the Corporate Tax Act, and the amount calculated by deducting the value of the new stocks issued from the said value, was omitted from the merger cost.

C. The plaintiff filed an appeal with the National Tax Tribunal. On March 10, 2006, the National Tax Tribunal rendered a decision that the amount of 8,705,50,955 won equivalent to the remaining shares except for the shares acquired by the plaintiff among the shares that the defendant was originally held as shares of M&D, should not be deemed as shares of M&D, and the above amount of corporate tax and resident tax should be excluded from the liquidation income amount of M&D, and the tax base and tax amount should be corrected.

D. On March 24, 2006, the Defendant corrected the tax amount to KRW 3,175,137,150 by correcting some errors in the calculation of the tax base on June 27, 2006 (hereinafter “instant disposition”). The Defendant corrected the tax amount to KRW 3,167,803,020 by correcting some errors in the calculation of the tax base (hereinafter “the original disposition of increased tax amount”), which had not been revoked by the decision of changed tax amount (hereinafter “instant disposition”).

2. Whether the disposition is lawful;

A. The plaintiff's assertion

(1) The assertion that Article 80(2) of the former Corporate Tax Act (amended by Act No. 6558 of Dec. 31, 2001; hereinafter the same) is unconstitutional

Article 80(2) of the former Corporate Tax Act (hereinafter “Article 80(2) that provides that the acquisition value of the combined shares shall be added to the cost of merger shall be null and void for the following reasons. Therefore, if the Plaintiff calculates the amount of tax payable for the reason that the acquisition value of the combined shares is not added to the cost of merger of petroleum taking account of the acquisition value of the combined shares, the liquidation income tax shall

㈎ 헌법상 과잉금지의 원칙에 위배된다.

The provisions of the combined stocks that stipulate that the acquisition value of the combined stocks acquired within 2 years from the date of the merger registration shall be regarded as the price for the merger and that the liquidation income can be accurately calculated by measuring the market value of the combined stocks issued at the time of the merger with the price for the merger, notwithstanding the fact that the market value of the combined stocks can be measured at the time of the merger, and the liquidation income shall be calculated by treating the acquisition value of the combined stocks as the price for the merger, disregarding the appraised value of the combined stocks, and by treating the acquisition value of the combined stocks as the price for the merger. Furthermore, even if the acquisition value of the combined stocks is taxed on the gains from the transfer of the stocks of the stockholders who have transferred the combined stocks at the time of the merger, the acquisition value of the combined stocks shall be considered as the price for the merger and imposing it as the liquidation income at the time of the merger, and even if the merged corporation acquires the combined stocks at least at a price higher than the market value at the time of the acquisition of the combined stocks, it would be unreasonable for the taxpayer to suffer from any disadvantage in the merger.

㈏ 조세평등의 원칙에 위배된다.

The provisions of the joint stock shall only regard the acquisition time of the stocks of the merged corporation as an act of payment of the price for merger, and the acquisition value of the joint stock not paid to the stockholders of the merged corporation shall be deemed as the payment of the price for the merger and impose the liquidation income tax on the corporate tax by deeming the payment of the price for the merger as well as the liquidation income tax even if the corporate value of the merged corporation at the time of the merger is equal according to the acquisition value of the joint stock, even if the corporate value of the merged corporation at the time of the merger is different from the liquidation income tax or the corporate value of the merged corporation at the time of the merger is different, so the above provisions violate the principle of equality.

(2) The assertion that Article 79(4) of the former Corporate Tax Act is unconstitutional

Article 79(4) of the former Corporate Tax Act, which applies mutatis mutandis under Article 80(3) of the former Corporate Tax Act, is also null and void because it violates the Constitution for the following reasons. Therefore, in calculating the total amount of equity capital, the offset clause which provides for offsetting losses carried forward under the Corporate Tax Act does not apply to the calculation of the total amount of equity capital, and when calculating the total amount of equity capital of the consideration petroleum, the total amount of the consideration petroleum would exceed the consideration for merger, and thus, the liquidation income of consideration petroleum due to a merger would be the amount of father(s). Thus, there

㈎ 헌법상 과잉금지의 원칙에 위배된다.

It is against the principle of balance of legal interests by prescribing the offsetting of undeductible losses under the Corporate Tax Act from the total amount of equity capital even in cases where any surplus and any deficit carried forward are already set off on the financial statements by compensating for any deficit brought forward with the surplus again in calculating the liquidation income. It is against the principle of balance of legal interests by stipulating that the deficit brought forward with the surplus from the corporate accounting surplus shall be set off again in calculating the liquidation income, and that it shall include not only the surplus of the surplus set off with the deficit brought forward but also the capital surplus of

㈏ 조세평등의 원칙에 위배된다.

The offset clause, among items that constitute the total amount of equity capital, deducts carried-over losses within the limit of surplus other than the capital, and in the case of capital surplus among surplus, it has the nature of the paid-in capital, so it is necessary to treat the same amount as the capital surplus, but the capital surplus also deducts carried-over losses, and even though the income and liquidation income for each business year are the same in addition to the difference at the time of the realization of income, it is contrary

(3) The plaintiff's assertion that the plaintiff's account settlement of losses carried forward with surplus is invalid.

㈎ 원고는, 고려석유가 1998. 12. 31.로 종료되는 사업연도에 이익잉여금 11,467,000,001원을 결손금의 보전에 사용하고, 1999. 3. 12.로 종료되는 사업연도에 자본잉여금과 이익잉여금 합계 41,012,617,620원(주식발행초과금 21,162,812,155원, 이익준비금 6억 2,000만 원, 기업발전적립금 90억 원, 재무구조개선적립금 16억 원, 기업합리화적립금 2,821,472,133원, 수출손실준비금 5,508,333,332원, 해외시장개척준비금 3억 원)을 결손금의 보전에 사용한 것으로 회계처리하여 각각의 사업연도의 제무제표를 작성한 다음, 이에 따라 합병등기일 현재 잉여금이 전혀 없는 것으로 작성한 재무제표에 터잡아 법인세 신고를 하였고, 피고 역시 이에 따라 잉여금이 존재하지 않는다는 전제에서 청산소득에 대한 법인세를 부과한 것이나, 고려석유는 위 잉여금의 결손금 보전에 관하여 재무제표의 승인을 위한 주주총회의 결의를 거친 바가 없어서 원고의 위 회계처리는 무효이고, 따라서 합병등기일 현재 세무조정사항으로 인한 유보금액 19,022,043,725원 이외에도 자본잉여금 21,162,812,155원과 이익잉여금 31,616,805,466원이 잉여금으로서 여전히 존재하므로 이를 반영하여 자기자본총액을 수정하고 다시 산정하여야 한다.

㈏ 뿐만 아니라 원고는 고려석유의 합병등기일 현재의 재무제표를 작성하면서 1999. 2. 26. 실시한 무상감자로 인한 감자차익 56,647,215,000원을 전액 결손금의 보전에 사용한 것으로 회계처리한 바 있으나, 상법에 의하면 결손금을 보전하기 위한 목적으로 감자를 실시하는 경우가 아닌 한 감자차익으로써 결손금의 보전에 충당할 수 없고, 자본잉여금인 감자차익으로 계상하여야 할 뿐 아니라, 주주총회의 결의에 의하여만 감자차익의 처분이 가능함에도 이에 관한 고려석유 주주총회의 결의가 없었으므로, 위 회계처리 역시 무효이고, 합병등기일 현재 위 감자차액 상당액 역시 자본잉여금으로 존재하는 것으로 보아 자기자본총액을 수정하여 다시 산정하여야 한다.

㈐ 위 ㈎항 및 ㈏항 중 어느 하나의 오류만을 바로잡더라도 고려석유의 합병에 의한 청산소득의 산정에 있어서 자기자본의 총액에 포함되어야 하는 잉여금은 증가하는 반면 그로부터 공제되는 세무회계상 이월결손금은 변동이 없게 되는 결과, 합병등기일 현재 고려석유의 자기자본총액이 합병대가의 총액을 초과하게 되어, 납부할 청산소득법인세는 없게 된다.

(4) The defendant's assertion that there was an error of double offsetting losses in calculating the amount of liquidation income of the defendant

As seen earlier, even if the Plaintiff’s accounting for compensating for any deficit brought forward with all surplus funds is effective, since the amount of surplus funds included in the financial statements of Korea Petroleum for compensating for losses and the amount of losses carried forward already set off due to the settlement of accounts for compensating for losses, in order to prevent double offsetting of losses brought forward in calculating the total equity capital, the amount of undeductible losses under the Corporate Tax Act, which offsets the amount of losses brought forward with the surplus funds, should be excluded from the amount of 65,391,173,231. Thus, even if the undeductible losses under the Corporate Tax Act, which should be set off with the surplus funds in calculating the total equity capital, are set off as zero, the Defendant committed an error of double offsetting losses by setting off the undeductible losses under the Corporate Tax Act from 19,022,043,725, in calculating the total amount of equity capital (limited to surplus funds under the Corporate Tax Act) due to the amount of the total amount of the equity capital, the total amount of the corporate tax would also be paid by the Plaintiff.

B. Relevant statutes

Attached Form is as shown in the attached Form.

C. Determination

(1) Taxation system on liquidation income of extinguished corporation

㈎ 청산소득에 대한 과세의 근거

The Corporate Tax Act classifys taxable income for profit-making domestic corporations as two types of income and liquidation income for each business year (Article 3), and stipulates that the cause of liquidation income shall include not only liquidation due to dissolution under the Commercial Act, but also cases where a corporation is extinguished due to merger or division (Articles 77, 79, 80, and 81). Therefore, liquidation income under the Corporate Tax Act refers to the amount in excess where the residual assets or merger cost of the corporation distributed to stockholders, etc. when the corporation is extinguished due to dissolution, merger, or division of the corporation, or the total amount of equity capital as of the date of the registration of the dissolution, merger, or the date of the registration of the division, exceeds the total amount of equity capital as of the date of the

Corporate tax on liquidation income shall be imposed once on the liquidation income of the dissolved company in the course of a corporate merger, etc., by evaluating the assets of the dissolved company in the course of the corporate merger, etc., and where the unrealized profits under the tax law are realized through capital gains, it shall be deemed as the liquidation income of the dissolved company, and it shall be imposed only once on the dissolution of the corporate entity. A series of procedures for dissolution due to a merger, etc. shall not be the ordinary business transactions of the corporation, and even if there was a substantial increase in net assets due to the liquidation activity, the liquidation income is not taxed, but the liquidation income is also the net asset increase value of the corporation. Therefore, Article 3 of the Corporate Tax Act imposes corporate tax equivalent to the income for each business year by including it in taxable income, since there is no reason for discrimination in the income for each business year. In the end, the taxation on liquidation income in the course of settling the omitted portion

Where a domestic corporation is dissolved due to a merger, that is, all rights and obligations of the extinguished corporation are comprehensively succeeded to the merged corporation, i.e., a corporation which is established due to the merger or which survives the merger, and thus, it does not go through liquidation procedures under the Commercial Act (e.g., realization and distribution of residual assets). However, imposing corporate tax on the liquidation income on the merged corporation which does not go through liquidation procedures under the Corporate Tax Act is due to the increase in net assets of the extinguished corporation in the amount of the merger paid by the extinguished corporation in excess of the net asset value of the extinguished corporation,

A taxpayer of corporate tax on liquidation income shall be liable for the payment of corporate tax which is extinguished by dissolution, merger, or division by a for-profit domestic corporation, and where a corporation is extinguished by a merger, the merged corporation shall be liable for the

㈏ 합병에 의한 청산소득금액의 계산

1) Where a domestic corporation is dissolved due to a merger, the liquidation income amount shall be the total amount of the cost of merger received by the stockholders or investors of the extinguished corporation from the merged corporation minus the total amount of equity capital as of the date of the registration of the merger of the extinguished corporation (Article 80(1) of the former Corporate Tax Act)

2) For the calculation of the amount of liquidation income due to a merger, the term “total amount of merger cost” means the sum of the price of merger under Article 16(1)5 of the former Corporate Tax Act, i.e., the value of stocks (merged stocks), etc. and money and other assets acquired by the stockholders, etc. of the extinguished corporation due to the merger, ii) the acquisition value of the stocks, etc. of the extinguished corporation acquired by the merged corporation within 2 years prior to the date of the registration of the merger (where new stocks are issued by the merged corporation for the relevant combined stocks, the amount obtained by subtracting the value of the combined stocks, etc. from the acquisition value of the combined stocks, etc.) and iii) the sum of the acquisition value of the stocks, etc. (where new stocks are issued by the merged corporation for the relevant combined stocks, etc., the value of the combined stocks, etc. after the merger is deducted from the acquisition

3) Furthermore, in calculating the amount of liquidation income due to a merger, the total amount of equity capital of the extinguished corporation which is deducted from the total amount of the merger cost refers to the total amount of capital (or investments) and surplus funds as of the date the merger is registered. The taxation on liquidation income is that the total amount of equity capital is deducted because income newly realized in the process of liquidation, etc., excluding the amount of capital actually paid by the stockholders and the profits already taxed, is carried out

The phrase “total amount of capital and surplus” refers to the sum of the capital and surplus in the balance sheet, rather than the sum of the capital and surplus in the balance sheet, rather than the sum of the capital and surplus in the balance sheet, rather than the sum of the capital and surplus in the tax accounting 3) and the sum of the surplus in the balance sheet 5) in view of the fact that the legal text does not specify as capital in the balance sheet and simply expresses it as capital, and the purport of deducting the total amount of equity capital and the already-taxable income (the capital surplus or part of profit or surplus) is to exclude from liquidation income. If there is corporate tax that is refunded to a corporation extinguished after the merger, the amount of the refund must be added to the total amount of equity capital as of the date the merger is registered (Articles 80(4) and

Meanwhile, in calculating the liquidation income of an extinguished corporation through a merger, if there is a loss carried forward on to a extinguished corporation under the provisions of subparagraph 8 of Article 18 of the former Corporate Tax Act, the said loss carried forward shall be offset from the total amount of equity capital of the extinguished corporation: Provided, That the amount of the loss carried forward which is offset shall not exceed the amount of surplus funds out of the total amount of equity capital, and if there is any loss carried forward exceeding the amount of surplus funds, it shall be deemed that there is no loss carried forward (Articles

Here, the phrase “net losses under Article 18 subparag. 8 of the Corporate Tax Act” that are deducted from the total amount of equity capital means losses carried forward in the tax accounting under the Corporate Tax Act, i.e., losses under the Corporate Tax Act, which are losses not deducted in calculating the tax base for the amount of income for each business year thereafter (Article 18(1)1 of the former Enforcement Decree of the Corporate Tax Act).

The offset clause does not include any such restriction unlike the time limit (five years) to deduct any loss brought forward which may be deducted in calculating the tax base for each business year under Article 13 (1) 8 of the former Corporate Tax Act. Thus, any loss brought forward which is deducted from the total amount of equity capital shall also include any loss brought forward for which five years have elapsed. In addition, the scope of the surplus brought forward after deducting any loss brought forward shall include not only the earned surplus but also the capital surplus, and as seen earlier, the surplus shall be the surplus not the surplus but also the surplus in the tax accounting account on the balance sheet.

(2) As to the plaintiff's first assertion (the plaintiff's assertion that the joint stock provision is unconstitutional)

If the merged corporation purchases the stocks of the merged corporation before the merger, the merger price to be paid to the merged corporation will be reduced and the liquidation income amount of the merged corporation will also be reduced accordingly.The provision that the joint stock provision should be added to the acquisition price of the combined stocks acquired within two years before the merger registration is to prevent the merged corporation from unfairly avoiding the corporate tax burden on the liquidation income by acquiring the stocks of the merged corporation before the merger.

In order to achieve the legislative purpose, the provisions on combined stocks stipulate that the acquisition value of the combined stocks shall be included in the cost of merger if the merged corporation acquires the combined stocks within two years prior to the date of the registration of merger. If the merged corporation acquires the stocks of the merged company within two years prior to the date of the registration of merger, it is highly probable that the merged corporation acquired them for the purpose of merger. It is limited to the combined stocks acquired within two years prior to the date of the registration of merger, and the price of acquisition actually paid was reflected in the net asset value of the merged corporation at the time of acquisition. In addition, in cases where the shares of the merged corporation are issued to the combined stocks, the scope of adding the acquisition value of the combined stocks acquired within two years prior to the date of the registration of the merger is adjusted by deducting the value thereof to the price of the merger. Thus, it is difficult to view that the acquisition value of the combined stocks is included in the cost of the merger, and it is not consistent with or unreasonable.

Although deeming the acquisition value as the price for a merger as the price for a merger is not consistent with the substance of the acquisition after the acquisition of combined shares, considering the following: (a) the acquisition value of combined shares is deemed the price for a merger even if the value has increased after the acquisition of combined shares; (b) the legislative purpose of the provision on combined shares is to prevent a merger from reducing the liquidation income of the merged corporation by holding combined shares; and (c) where shares of the merged corporation are issued to combined shares, the amount is deducted from the acquisition value of combined shares, and the scope of adding up the amount to the price for a merger is adjusted, the provision on combined shares can be deemed as an appropriate means that can be selected in order to achieve the legislative purpose and promote efficiency of tax collection; and (d) it is difficult to view that imposing losses incurred by the prior acquisition to the purchaser in advance is an abuse of legislative formation authority.

When limiting the scope of application to the combined stocks acquired within two years prior to the date of registration of the merger, the provisions of the combined stocks limited the scope of application to the combined stocks acquired within two years prior to the date of registration of the merger, and limited the value of the combined stocks to be deducted from the acquisition value of the combined stocks and added up to the cost of merger, thereby minimizing the side effects arising from deeming the price of the acquisition of the combined stocks as the cost of merger. Even if the stockholders, etc. of the extinguished corporation who transferred the combined stocks paid capital gains tax on the capital gains from the transfer of stocks of the extinguished corporation,

Ultimately, it is difficult to view that the joint stock provision violates the principle of tax equality or excessively infringes on the Plaintiff’s property right, a merged corporation, as a result, cannot be deemed unconstitutional (see Constitutional Court en banc Decision 2005Hun-Ba83, Apr. 26, 2007).

The plaintiff's assertion on this part is without merit.

(3) As to the second argument by the plaintiff (the argument that the offset clause is unconstitutional)

In liquidation income taxation, it is necessary to accurately grasp the “actual increase in value” or “an increase in net assets of the merged corporation” in order to satisfy the substance over form principle. The deficit brought forward is a loss incurred in the taxable period that has already lapsed and is not deducted from income until the time of merger. As such, in order to accurately calculate the scale of net assets of the extinguished corporation as of the date of merger registration, it shall be deducted from the surplus remaining

The legislative purpose of the offset clause is to accurately understand the increase in net assets in the tax accounting at the stage of liquidation of the merged corporation, so the legislative purpose is legitimate, and it is also appropriate to achieve the legislative purpose as it deducts losses without deduction in tax accounting from surplus in tax accounting.

In addition, the plaintiff's assertion that the liquidation income can be calculated excessively within the scope of the total amount of losses carried forward under the offset clause if the corporation with cumulative losses is compensated as surplus funds. However, this is due to the difference in the method of extinguishing losses carried forward between corporate accounting and the Corporate Tax Act, and it does not necessarily mean the offsetting of surplus funds in the calculation of the amount of liquidation income. In addition, the issue of whether to deduct losses carried forward in the calculation of the amount of liquidation income belongs to the legislative discretion as a matter of taxation policy. Thus, even if the amount of losses carried forward in the corporate accounting is deducted from the total amount of equity capital to be appropriated for the amount of losses in the calculation of the amount of losses carried forward, it cannot be viewed as a violation of the principle of excessive prohibition. The purport of the offset clause is that the deduction of losses carried forward cannot be viewed as a violation of the principle of double prohibition even if it is found that the amount of losses carried forward in the case of the plaintiff's losses carried forward cannot be viewed as a double deduction of the amount of losses carried forward in the calculation of the amount of losses carried forward (this case).

In addition, even though the capital surplus in corporate accounting is included in the surplus which deducts losses from losses carried forward in the calculation of liquidation income by merger, it is aimed at calculating the increase in assets in the tax accounting in the process of liquidation due to merger, since the capital surplus and earned surplus in the tax accounting does not be classified for the purpose of tax accounting, it is unreasonable to deduct losses carried forward in tax accounting from the surplus in tax accounting.

Furthermore, even if the amount of deficit brought forward is deducted only to the extent of surplus funds, and the amount of deficit brought forward is respected by the principle of capital adequacy, and even if the amount of capital surplus is included in the scope of surplus funds in the offset clause, it is different from the amount of capital. Thus, whether to deduct deficit brought forward from surplus funds is not determined by the nature of corporate accounting surplus, but rather falling under the legislative policy, and the offset clause cannot be deemed as violating the principle of capital adequacy or undermining the shareholder's rights.

Therefore, it is difficult to see that the offset clause violates the principle of tax equality (the substance over form principle) or excessively infringes on the Plaintiff’s property right, which is the merged corporation, as well, the offset clause cannot be deemed to violate the Constitution (see the Constitutional Court’s decision).

The plaintiff's assertion on this part is also rejected.

(4) On the plaintiff's third assertion (the plaintiff's assertion that the settlement of accounts compensating for losses is null and void)

㈎ 피고의 항쟁

As to the plaintiff's third argument, Article 22-2 (1) of the Framework Act on National Taxes provides that "any correction made to increase the amount of tax originally confirmed under the provisions of tax-related Acts shall not affect the rights and obligations relationship under this Act or the tax-related Acts with respect to the amount of tax originally determined," and Article 22-2 (2) of the Addenda (Act No. 6782 of December 18, 2002) of the above Act provides that "the amended provisions of Article 22-2 shall apply from the first correction made after this Act enters into force." Since the correction made on May 17, 2004, the above revised provisions are applied to the disposition in this case, and the defendant cannot contest the defect in the corporate tax established by the initial report, and therefore, the defect in the calculation of the total amount of capital already reported by the plaintiff cannot be asserted. Thus, the plaintiff's disposition in this case cannot be asserted on the ground that the plaintiff made a mistake in calculating the total amount of capital in filing the liquidation income tax base and the amount of corporate tax.

Therefore, in the case of this case, the disposition of this case is unlawful on the ground that there is an error or omission in the details of the taxpayer's tax base in the method of tax return, and thus, the object of the trial is limited to the disposition of increase or decrease and the amount of tax determined by the original return is not subject to adjudication pursuant to Article 22-2 (1) of the Framework Act on National Taxes, but the scope of deliberation to determine the propriety of the disposition of increase or decrease is limited to the original return. Thus, it is reasonable to deem that the taxpayer is an illegal cause concerning the total amount of tax. However, the scope of seeking revocation in a lawsuit is limited to the amount of tax increased pursuant to the above provision. Accordingly, the plaintiff who reported that there is no amount of tax payable, despite the above provision, can assert that the disposition of this case is unlawful on the grounds of all the tax requirements including the initial return as to the whole amount of tax remaining

Therefore, the defendant's above assertion is without merit.

㈏ 원고의 주장에 대한 판단

1) Next, whether the total amount of equity capital exceeds the price for merger and thus there is no liquidation income arising from the merger should be determined if the accounting of the untreated petroleum, as alleged by the Plaintiff, becomes null and void as of the date of the merger registration, and the total amount of equity capital is to be calculated again, as of the date of the merger registration.

2) Pursuant to Article 449(1) of the Commercial Act, the representative director of a stock company shall submit the company’s financial statements and accompanying statements to the shareholders’ general meeting for approval. The financial statements are finalized upon approval by the shareholders’ general meeting and have the effect as approved by the shareholders’ general meeting. However, if a resolution of approval is revoked or approval by the shareholders’ general meeting is not granted, the company’

However, as alleged by the Plaintiff, even if the company’s accounting of the surplus and capital reduction marginal profit (which constitutes capital surplus under the corporate accounting standards) as alleged by the Plaintiff was not finalized as of the date of the registration of the merger because it was not approved by the general meeting of shareholders with respect to the financial statements of consideration petroleum for compensating for losses arising from the surplus or capital reduction, as long as the accounting of the compensation for losses is not invalid or as at the date of the registration of the merger, the Plaintiff’s assertion cannot be accepted, inasmuch as the surplus becomes an amount of surplus under the tax accounting of consideration petroleum as of the date of the registration of the merger

3) First, as a premise to determine the Plaintiff’s assertion, we examine the so-called double deduction problem that may arise when calculating the amount of liquidation income pursuant to the offset clause.

In the event that corporate accounting losses are accumulated, it is common for a corporation to make up for losses with surplus funds and make up for losses according to the order of coverage for losses in accordance with the Commercial Act and corporate accounting standards, and to make up for losses in its financial status. However, even if losses carried forward in corporate accounting are compensated as surplus funds, losses carried forward in the tax accounting shall not be extinguished. According to the Corporate Tax Act, losses carried forward in the tax accounting shall not be extinguished. However, according to the Corporate Tax Act, losses carried forward in the tax accounting is deducted from the tax base for the income for each business year (Article 13 subparagraph 1 of the Corporate Tax Act), where losses carried forward are compensated for in the calculation of the tax base for the income for each business year (Article 18 subparagraph 8 of the Corporate Tax Act), where losses carried forward are compensated for due to profits from debt exemption or assets increase (Article

Therefore, in the event that any deficit brought forward under corporate accounting has already been compensated as a surplus, the equity capital is reduced to the degree that it is appropriated to offset the deficit brought forward. Therefore, applying the offset clause in calculating the amount of the liquidation income, deducting the deficit brought forward in the tax accounting within the limit of the surplus shall be deducted from the amount of the surplus already appropriated in the loss coverage, and ultimately, it would result in an excessive calculation of the amount of the liquidation income as a result of the Plaintiff’s assertion.

4) However, based on the Plaintiff’s assertion, the calculation of the corporate accounting surplus for the consideration petroleum’s business accounting surplus as of the date of the registration of the merger, based on the assumption that all of the accounts for the surplus held over two business years are null and void, and that the accounts for the surplus in each business year are null and void, even if the accounts for the surplus in each business year were to be appropriated again as the unclaimed surplus in each business year, the amount of the surplus in each business year is reduced in proportion to the amount so long as the remaining surplus in each business year is reduced (if the difference is to be changed, the amount of the deficit in the previous business year, which is the earned surplus in the corporate accounting as of the invalidity of the compensation for the loss, is increased by the amount of the deficit in the previous business year or the amount of the deficit in the previous business year, the remaining surplus in the corporate accounting surplus calculated by adding various reserves and reserves, such as the amount in excess of the number of stocks issued, the amount in excess of the deficit in the previous business year, or the amount in excess of the deficit in the previous business accounting surplus.

1,767,00,001 (in addition to export loss reserve funds 1,475,000, 10,292,000 won) for the business year (the 11st) ends on December 31, 1998, as the plaintiff claims, plus 1,767,00,000 won (the total amount of KRW 1,475,000, 10,292,000,000) for the purpose of its convenience 16), for the business year (the 12th period) including the capital surplus and earned surplus for the reduction of 17,659, 200, 360, 206, 305, 106, 206, 305, 306, 106, 2000, 205, 306, 6206, 620, 300, 620, 6206, 6206, etc.

However, if the compensation for each of the above losses is assumed to be null and void according to the plaintiff's assertion, both the above disposal surplus (a) and (b) are appropriated as untreated surplus as of the date of the merger registration, that is, as of the date of the merger registration, the surplus surplus column and the surplus surplus column with the exception of the surplus on the balance sheet for the next period (untreated deficit) among the surplus on the balance sheet for the 12 consideration petroleum as of the date of the merger registration, shall exist. On the other hand, the surplus on the first period (untreated deficit) of the 11 consideration petroleum at the same time as the plaintiff alleged on the other hand, while the surplus on the 11th period (untreated deficit) of the 12th balance sheet at the same time as the surplus on the balance sheet for the 12th balance sheet after the failure to compensate for the losses on the 12th balance sheet, the surplus on the 12th balance sheet plus the amount on the 12th anniversary of the surplus on the balance sheet plus the amount on the 12nd (b) surplus.

Therefore, as of the date of the merger registration with the assumption that the loss compensation for the surplus under the Plaintiff’s assertion is null and void, the surplus in the corporate accounting of the Korea Petroleum shall also be KRW 83,736,529,209 in the same case.

In addition, as a result of the same corporate accounting as in the case of invalidity of compensation for losses of consideration petroleum in corporate accounting as of the date of the registration of the merger, it is clear that the surplus amount added or subtracted from the reserve amount (the reserve amount of KRW 26,796,078,980, and KRW 7,774,035,255 note 20) under the tax adjustment in corporate accounting surplus as of the date of the registration of the merger is also a negative amount as tax accounting surplus amount of KRW 64,714,485,484 of the same △△△64,714,485, and unless there is any surplus amount included in the total equity capital as of the date of the registration of the merger, unless there is any surplus amount, it shall be deemed that all of the carried-over losses under the provisions of the proviso of Article 65,391,173,231 as of the date of the registration of the merger, and therefore, the total amount of the equity capital of consideration petroleum as of the merger shall be deemed as 26,94

Therefore, even if the accounting process on compensation of losses of consideration petroleum is invalidated, the total amount of the equity capital of consideration petroleum as of the date of the merger registration is valid, and there is no difference between that of the company and that of the company's settlement of accounts, and that of the miscellaneous liquidation income. Thus, the plaintiff's assertion is without merit.

5) In order to avoid double deduction, the Plaintiff asserts that, as of the date of the registration of the merger, the surplus funds to be added to paid-in capital should be interpreted as surplus funds, not surplus funds, but surplus funds before reflecting deficit in the financial statements that reflect the total amount of equity capital, in order to avoid double deduction in cases where both surplus and deficit exist on the financial statements as of the date of the registration of the merger. The Plaintiff asserts that, in the absence of such interpretation, the total amount of equity capital is calculated below the paid-in capital.

In light of Article 79(1) of the former Corporate Tax Act and Article 80(4) of the former Corporate Tax Act, which applies mutatis mutandis pursuant to Article 80(3) of the former Corporate Tax Act, which provides for the deduction of losses carried forward within the limits of the amount of surplus funds, as well as the basis of taxation on liquidation income of a merged corporation, liquidation income imposed on a merged corporation when a corporate merger terminates due to the merger of a corporation refers to an increase in net assets generated in excess of its equity capital. Therefore, the total amount of equity capital to be deducted from the merger cost in order to calculate the amount of net assets realized in the course of the merger shall be considered as the increase in net assets. Thus, the balance included in the total amount of equity capital shall be deemed as the increase in net assets in the balance sheet as of the date of the registration of the merger, i.e., the balance included in the total amount of taxable income shall be deemed as tax revenue reduced or decreased in the amount of reserves in the balance sheet (this is a meaningful surplus in the corporate accounting standards as stated in the balance sheet).

Therefore, in calculating the amount of liquidation income by applying Article 79(1) and (2) of the former Corporate Tax Act, if there is any amount (i.e., a surplus in tax accounting) calculated by adding the amount of equity capital and earned surplus which reflects the untreated deficit on the financial statements as of the date of the merger registration (i.e., a surplus in tax accounting) to the aggregate of the amount of equity capital and earned surplus which reflects the amount of tax adjustment reserve (i.e., a surplus in tax accounting) as of the date of the registration of the merger, and only after adding the paid-in capital to the total amount of equity capital, it should be interpreted that any deficit brought forward on tax accounting should be deducted (in this case, as seen earlier, double deduction may arise when applying the offset clause as it is), as alleged by the Plaintiff on the ground that it would avoid double deduction, it is impossible to calculate the amount of equity capital by adding the amount of equity capital to the total amount of equity capital and the total amount of equity capital, and in this case, it is reasonable to deem that any deficit brought forward from the offset clause 23).

The plaintiff's above assertion is against the legislative intent of Article 79 (1) of the former Corporate Tax Act and Article 79 (1) of the same Act, and it cannot be accepted as it misleads the concept of capital and surplus under the Commercial Act and corporate accounting standards.

6) In other words, the plaintiff argues that the losses carried forward under the non-defensive table and the losses carried forward under the Corporate Tax Act may result in unreasonable results if the remaining losses were reflected in the financial statements as of the date of the registration of the merger. Thus, if losses carried forward under corporate accounting as of the date of the registration of the merger are accumulated, the losses carried forward may be compensated in accordance with the order of coverage of losses under the ordinary corporate accounting standards and reduce the equity capital, and thus, it may result in an excessive calculation of liquidation income as it constitutes double deduction. However, even if the result of double deduction is reached, it shall be deemed as belonging to the legislative discretion as a matter of taxation policy, and as seen in Article 2(c)(3) of the above, it shall not be deemed as belonging to the legislative discretion as well as the argument that the tax authority has already appropriated the losses carried forward under the tax accounting statement which were deducted from the surplus in the application of the offset clause and has not included the amount of surplus funds deducted from the equity capital, and thus, it shall not be accepted as a double deduction for the remaining amount of income tax payment.

7) In addition, the Plaintiff asserts that the National Tax Service, as the higher tax authority of the Defendant, has interpreted the surplus included in the total equity capital before deducting the deficit brought forward on the tax accounting as the surplus before setting off the deficit brought forward on the financial statements as of the date of the registration of the merger, and that the taxation practice is also calculating the amount of liquidation income, as so argued by the Plaintiff.

In light of the following circumstances, it is insufficient to deem that the National Tax Service interpreted the concept of surplus funds under Article 79(1) of the former Corporate Tax Act as alleged by the Plaintiff, and there is no evidence to acknowledge it otherwise.

Rather, comprehensively taking account of the overall purport of pleadings stated in Gap evidence No. 9, Gap evidence No. 12-6, Gap evidence No. 13-1 through 6, Gap evidence No. 14-14-6, and Gap evidence No. 15, the former tax authority, while applying the offset clause, shall include losses carried forward in the tax accounting for the purpose of calculating the total amount of equity capital in cases where such double deduction problem occurs, it shall be interpreted that losses will not be included in the scope of losses carried forward under the tax accounting to be deducted, and that the amount of surplus funds already appropriated for the coverage of losses will not be included in the calculation of losses). Thus, the tax authority, including the former tax office, the director of the tax office, the director of the tax office, the head of the tax office, and the head of the tax office, etc., should interpret the provisions of the proviso of the former Corporate Tax Act to include losses carried forward in the calculation of losses carried forward of the corporation's total amount of equity capital before the merger registration, within the scope of the remaining losses to be included in the tax accounting surplus funds of the corporation.

(5) As to the plaintiff's fourth claim (the defendant's assertion that there is an error of double offsetting the loss brought forward in calculating the amount of liquidation income).

The plaintiff's assertion that this part of the plaintiff's assertion has validity of the plaintiff's settlement of accounts compensating for losses with surplus, but in order to avoid double deduction, it is still deemed that there is no loss carried forward in tax accounts to be offset with surplus in calculating the total amount of the company's equity capital. However, as seen earlier, as long as the surplus is the amount of surplus without relation to the settlement of the company's account for loss coverage, as long as it is the amount of surplus without relation to the settlement of the company's account for the loss coverage

(6) Sub-committee

Therefore, as of the date of the merger registration, the instant disposition imposing corporate tax on liquidation income calculated on the premise that the total amount of the equity capital of consider petroleum is equal to the amount of the paid-in capital is legitimate.

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

[Attachment]

Judges Park Ho-dae (Presiding Judge)

Note 1) If this formula is expressed, as follows: Total cost of merger = Total cost of merger - Total amount of equity capital of an extinguished corporation as of the date of the registration of the merger:

2) The expression in the formula is as follows: The total cost of merger = Value of the stocks issued by merger and the amount of subsidies for merger, etc. + (Acquisition value of combined stocks - Value of the stocks issued by merger and delivery for combined stocks) + Corporate tax, etc. for the liquidation income of the extinguished corporation.

3) Capital in tax accounting means capital actually paid, and where a surplus is transferred to capital, it does not include an amount which is deemed not to have been paid for tax adjustment for the purpose of tax adjustment, but includes an amount which is deemed not to have been paid for tax adjustment (Common Rule 5-1-542 of the Corporate Tax Act). Accordingly, capital in tax accounting is calculated as follows: Capital in tax accounting = Capital in balance sheet - Capital in surplus capital and surplus payment - capital not considered to be

4) The term “reserve” means the amount in excess of the company’s total assets where the equity capital after deducting the total liabilities from the company’s total assets exceeds the company’s capital. The corporate accounting standards classify the surplus into capital surplus generated from capital transactions and earned surplus generated from profit and loss transactions, and classify the surplus into excess issuance of stocks, capital reduction marginal profit, and other surplus funds (Article 31 of the corporate accounting standards), and the earned surplus (or deficit) shall be an amount after reflecting the surplus surplus disposal statement or the deficit disposal statement in the current year, but it shall be divided into earned surplus reserve, other legal reserve, voluntary reserve, and surplus surplus funds in the current year (or surplus funds in the current year) (Article 32 of the corporate accounting standards). The surplus in the tax accounting account shall be calculated as follows: The earned surplus in the tax accounting = The amount of reserve funds in accordance with the capital surplus and earned surplus + the amount of reserve funds in the tax adjustment [the amount of reserve in the

5) Ultimately, the sum of the capital and surplus funds for calculating liquidation income is the amount in the column of “19. Vehicle 19. Vehicle A (I+II-III)” under the mode of “A” (I+II-III).

6) Tax accounting deficit, i.e., deficit under the Corporate Tax Act, if the total amount of losses for each business year exceeds the gross income for that business year (Article 14(2) of the former Corporate Tax Act). Even if a final return of a corporation or an investigation or determination by the Government was not made after the procedure for determination of tax base and tax amount, if the total amount of losses for a business year exceeds the total amount of gross income for that business year, the excess amount of losses falls under all of the deficit under the Corporate Tax Act, and thus, the deficit under the Corporate Tax Act is distinguishable from the net loss (corporate

Note 7) Other losses carried forward in tax accounting include losses of a corporation, for which a decision to authorize reorganization under the former Company Reorganization Act has been made, which is confirmed by the court (Article 18(1)2 of the former Enforcement Decree of the Corporate Tax Act). However, since there is no possibility of problem in this case, the above type of losses shall be excluded from

8) The above provisions stipulate that the carried-over losses (i.e., losses incurred before the pertinent business year which were not compensated in the previous business year) shall be deducted within the scope of income for each business year. Taxable income (income amount for each business year) under the Corporate Tax Act is defined as the amount obtained by deducting the total amount of losses incurred during the pertinent business year from the total amount of earnings accrued during the pertinent business year (Article 14(1) of the former Corporate Tax Act). In comparison with the definition of these losses in the state 6, the division income for the pertinent business year would immediately become losses for the pertinent business year. However, the Corporate Tax Act takes the structure of calculating the income for each business year by adjusting the difference between the current business accounting and the current business accounting without having an independent and complete calculating body for the calculation of taxable income and by adjusting the difference between the current business accounting and the current business accounting. In other words, profits and losses under the settlement of accounts + the current business year in which income accrues in each business year and the amount of losses generated in any other taxable period should be taxed, and if no separate tax deduction is imposed, it would be imposed.

In full view of the discussions above, the total amount of equity capital can be expressed in the following formula, and the liquidation income of the extinguished corporation is calculated by the following formula. The total amount of equity capital = the capital in the tax accounting + the surplus in the tax accounting + the amount of tax refunded corporation tax £­ Losses carried forward in the tax accounting within the limits of surplus = (capital stock and surplus capital on the balance sheet - the amount of surplus in the tax accounting - the amount of tax payment not considered as the amount of tax payment) + (Reservation in the total amount of capital surplus and surplus in the balance sheet ± the amount of refunded corporation tax ± the amount of liquidation income of the extinguished corporation on the tax accounting within the limits of surplus 】 the total amount of the cost of merger = the total amount of the cost of merger [the value of the stocks issued for merger and merger + the acquisition value of combined stocks - the value of the stocks issued for merger and delivery) + the corporate tax, etc. on the liquidation income of the extinguished corporation ＋ the amount of tax refunded corporation ＋ losses carried forward in the tax accounting limit];

10) However, the above decision of the Constitutional Court 2005Hun-Ba83 is not clear that the offset clause is unconstitutional in the premise that the offset clause is excluded from the total amount of capital in calculation of the amount of the liquidation income in the calculation of the amount of the liquidation income, and that the offset clause is not unconstitutional in the premise that the offset clause is interpreted as unconstitutional in the calculation of the amount of the liquidation income, and that the amount of the losses already transferred from the surplus is excluded from the amount of the tax accounting in the calculation of the amount of the liquidation income, because the offset clause deducts any deficit without any deficit which has been deducted from the amount of the tax accounting. The latter part of the latter part of the latter part of the tax practice is followed, and the scope of the amount of the losses already transferred from the surplus cannot be included in the amount of the liquidation income, and thus, it is not a non-taxation practice for the amount of the liquidation income even if it is not included in the amount of the liquidation income.

11) Capital reduction gains refer to the amount exceeding the amount of the reduced capital stock paid or covered by the loss for the sake of the reduction of the capital of a stock company. Capital reduction gains are surplus arising from capital transactions conducted against the shareholders (in fact, there is no difference in the shareholder’s capital or investment, the same shall apply to the amount in excess of the issuance of stocks), and the Corporate Tax Act stipulates that the corporation’s net assets shall be increased. Capital reduction gains shall be accumulated as capital reserve (Article 459 of the Commercial Act), and are classified as capital surplus even in corporate accounting standards (Article 31 subparag. 2 of the Corporate Accounting Standards).

12) Article 460 of the Commercial Code provides that an amount of loss shall be appropriated to compensate for losses in order of the earned surplus reserve, the capital surplus reserve (the amount of surplus reserve shall be counted in the division of capital in the balance sheet as a tax amount to reserve a part of surplus to the company). Article 78 subparagraph 2 of the Corporate Accounting Standards provides that the deficit shall be disposed of in the order of the amount of voluntary reserve accumulated, the amount of other legal reserve accumulated, the amount of earned surplus accumulated, the amount of earned surplus accumulated, and the amount of capital surplus surplus accumulated. In the end, the order

13) For example, it is assumed that a corporation A, which had been established on January 1, 2007 and engaged in business activities for one year, had been merged with a corporation on January 31, 2008 through a merger resolution at the regular general meeting of shareholders for the fiscal year (i.e., January 1, 2007) after the merger resolution. However, the first fiscal year of a corporation A, 300 paid-in capital in the financial statements for the first fiscal year, 700 capital in the capital surplus, 500 in the capital surplus for the current fiscal year, 500 in the capital surplus for the current fiscal year, and 300 in the capital surplus for the current fiscal year (the same as a surplus in the tax accounting and corporate accounting surplus). If it is assumed that it had already been compensated for losses carried forward with capital surplus for the shareholders' general meeting, the total amount of capital surplus stated in the balance sheet as of the date the merger registration date is 300,000, 200-50, or 50, 500.

14) In the application of the past set-off clause, the tax authority has already operated a taxation practice to avoid double deduction by interpreting that the tax accounting deficit is reflected in corporate accounting deficit in the equity capital in order to calculate the total amount of equity capital, and that the amount of surplus already appropriated in the loss coverage is not included in the amount of surplus already appropriated in the loss coverage (see, e.g., Supreme Court Order 2001Da903, Dec. 26, 2002; Order 2002; Re-corporation-70, Aug. 31, 2005).

Note 15) Note 4. See Note 4.

Note 16) See each of the financial statements attached to the 11st audit report (Evidence A6) of consideration petroleum.

Note 17) See balance sheets, statements of disposal of deficits, statements of capital, statements of capital surplus, statements of earned surplus, statements of earned surplus, statements of earned surplus, statements of capital and reserve funds (Evidence A) attached to statements of settlement of accounts of pseudo Petroleum (Evidence B) (Evidence A5) and other relevant documents.

18) The amount of surplus funds on the balance sheet as of March 7, 1999 (including capital surplus 0, earned surplus 83, 736, 529,209), which is also equivalent to the amount stated in the balance sheet (a) of the capital and reserve funds balance sheet (a. 8).

19)For the purposes of corporate accounting, retained earnings for the preceding month shall be calculated by adding the net profits and losses in the current year to the surplus, such as the current reserve, reserve, etc., after converting the surplus for the preceding month into the surplus.

Note 20) See Evidence A 4

Note 21) In other words, the Plaintiff’s total sum of the items other than the amount of loss carried forward in the balance sheet, among those included in the capital column, remains as “reserve”. However, it is different from the concept of surplus funds under corporate accounting standards. Although the Plaintiff has reached the surplus funds on the financial statements that reflect the unprocessed deficit into “net amount” (see, e.g., the Plaintiff’s preparatory brief, etc. as of August 28, 2007), the Plaintiff is ultimately another expression of surplus funds as stipulated in corporate accounting standards.

Note 22) The same is as “surked surplus” that the Plaintiff reached in the preceding Note 21. While the Plaintiff remains “surked surplus,” it is different from the concept of surplus funds set forth in the Financial Accounting Standards and the Commercial Act in the preceding Note 4. Even if according to the certificate (Evidence A15) submitted by the Plaintiff, the certified public accountant who submitted the above certificate is also interpreted as a normal surplus that reflects the deficit, unlike the Plaintiff.

23) The tax accounting surplus of the extinguished corporation is not KRW 80 million, but KRW 1 billion, in the calculation of △△ KRW 200 million or the amount of liquidation income, if the equity capital composition of the extinguished corporation as of the date of the registration of the merger is KRW 1 billion, capital surplus of the extinguished corporation is KRW 300 million, the amount equivalent to the total amount of equity capital in the calculation of △△ KRW 200 million or the amount of liquidation income, as of the date of the registration of the merger, shall be deemed as KRW 1 billion. The tax authorities also interpret it to such purport (see, e.g., administrative interpretation of the National Tax Service Counseling2 Team-134, Jun. 5, 2008; consultation2 Team-1531, Jul. 20, 2004; administrative interpretation of 460-10585, Mar. 22, 202).

24) The same purport of the decision of December 26, 2002 (Evidence 9) at the national trial is as shown in the Note 14, and the tax authority cannot be deemed to interpret the surplus funds and the surplus funds in corporate accounting as alleged in the Plaintiff’s assertion, even if examining the contents of the above decision and administrative interpretation.

Article 121(3) proviso of the Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 19328, Feb. 9, 2006) is more clear. Article 121(3) proviso of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 19328) provides that “The term “loss brought forward as prescribed by Presidential Decree” in the main sentence of Article 79(4) of the Act refers to the loss brought forward under Article 18(1).” However, the former Enforcement Decree newly established the proviso in accordance with the previous tax practice, stating that “The loss brought forward is already set-off or deemed set-off from the total amount of equity capital, is excluded from the total amount of equity capital.” Since the enforcement of the former Enforcement Decree, the legislative solution was made to the problem of double deduction by clearly stipulating that the loss brought forward is excluded from the total amount of equity capital already set-off from the National Tax Service Counseling Team’s administrative interpretation on Jun. 5, 134208; the following amendment is excluded from the total amount of the tax deficit carried forward.

26) The difference between the calculation method stipulated in the tax practice and the revised Enforcement Decree of the Corporate Tax Act and the Plaintiff’s assertion is, first of all, that the total amount of equity capital which reflects the losses carried forward on the financial statements as of the date of the registration of the merger (which conforms to corporate accounting standards and the concept of capital under the Commercial Act) should be excluded from the total amount of equity capital which reflects the losses carried forward on the tax accounting, or, first of all, an amount which reflects losses carried forward on the deduction of the losses carried forward on the tax accounting shall be excluded from the total amount of the deductible capital, or an amount which reflects losses carried forward on the deduction of the losses carried forward on the tax accounting, or an amount which reflects the untreated losses on the deduction of the remaining amount of the losses carried forward before the deduction of the losses carried forward on the tax accounting of the Plaintiff’s total amount of equity capital or the amount of the remaining losses carried forward after the deduction of the losses carried forward under the corporate accounting of the Plaintiff’s 16th anniversary of the total amount of equity capital which were previously disposed on the tax accounting of the Plaintiff’s claim.