beta
Title
domestic corporations that have a substantial management place in Korea are liable for tax payment.
Summary
The corporation may be deemed to be a company established for the purpose of tax avoidance in Hong Kong, and the corporation shall be deemed to fall under a domestic corporation after April 2006 when the board of directors did not hold in Hong Kong, the place of residence of the chairperson of the authority who is the decision-making authority is domestic, and the place where accounting records are kept.
Related statutes
Article 120 of the Income Tax Act: Domestic Business Place of Nonresident
Cases
2012Revocation of revocation of disposition imposing corporate tax, etc.
Plaintiff
AA
Defendant
aa-head of tax office, aa-head
Conclusion of Pleadings
2014.02.07
Imposition of Judgment
2014.02.07
Text
1. A. The head of a tax office imposed corporate tax of KRW 3,021,505,260 on the Plaintiff on April 6, 201, and KRW 2,484,583,779 on the part of November 19, 201, respectively;
B. Each disposition of imposition of KRW 336,297,080, and KRW 305,020,020, as of July 13, 201, imposed on the Plaintiff by the head of Defendant Aa, the local income tax (including additional taxes) for the business year 2006, and ② the local income tax (including additional taxes) for the business year 2006, April 10, 201.
Each cancellation shall be revoked.
2. The plaintiff's remaining claims against the defendants are dismissed.
3. Of the litigation costs, 95% is assessed against the Plaintiff, and the remainder is assessed against the Defendants.
Cheong-gu Office
The imposition of each corporate tax listed in the separate disposition No. 1 of the head of the tax office on April 6, 201, the imposition of each corporate tax listed in the separate disposition No. 2 of the attached disposition No. 2 of November 19, 2012, the imposition of each additional tax listed in the attached disposition No. 3 of the attached disposition No. 3, the imposition of local income tax (including additional tax) listed in the attached disposition No. 4 of the head of the tax office on July 13, 201, and the imposition of local income tax (including additional tax) listed in the attached disposition No. 5 of the attached disposition No. 4 of April 10, 201, shall
Reasons
1. Details of the disposition;
(a) Tax investigation;
The director director of the regional tax office, from October 15, 201 to March 28, 201, conducted a tax investigation (the period subject to investigation: the period from January 1, 2005 to December 31, 2005) with respect to the plaintiff, and notified the head of the regional tax office of the data to the effect that "the plaintiff has not reported and paid corporate tax and value-added tax from January 1, 2006 to March 2009 by false or other unlawful means such as fraud in which the plaintiff is a domestic corporation under the Corporate Tax Act by performing important management and commercial decision-making in the Republic of Korea and thereby constitutes a domestic corporation under the Corporate Tax Act by using a business operator registration, formal agency contract."
(b) Disposition, etc.;
(1) On April 6, 201, Defendant Aa director of the tax office imposed an additional tax on the Plaintiff on the ground that “the registered corporation or the actual management place is a domestic corporation, and did not report and pay corporate tax for the business year 2006 through 2009. In Korea, the Plaintiff did not file an application for registration of a place of business under the Value-Added Tax Act, and did not file a return on the tax base applying the zero-rate tax” under the Value-Added Tax Act.” The Plaintiff was subject to the imposition of an additional tax for the business year of 2006 through 2009, as described in the separate disposition No. 1, No. 2006 to 209, as described in the separate disposition No. 3, the separate disposition No. 3, on the ground that “A” was subject to the imposition of an additional tax for the year of 1, 2006 to 1, 2009 (Ga1, 2011).
(2) The head of a tax office ex officio revoked the imposition of additional taxes on November 19, 2012, and the head of a tax office ex officio and specified the type of and basis for calculation of additional taxes on the business year 2006 (1) proviso to Article 76(1)1 of the Corporate Tax Act (amended by Act No. 8141 of Dec. 30, 2006), Article 76(1)1 of the Corporate Tax Act (amended by Act No. 991 of Jan. 1, 2010), Article 47-2(2) of the Framework Act on National Taxes for the business year 209 (amended by Act No. 9911 of Jan. 1, 2010; hereinafter the same) imposed additional taxes as stated in the separate disposition No. 2 of the imposition, and (2) imposed additional taxes on the Plaintiff’s place of business as the location of OAAAaGu 1685-8 OOOF 206 (amended by Act No. 125282 of Dec. 126, 15, 2015).
(3) (A) On July 13, 2011, Defendant Aa head imposed a disposition on the Plaintiff on the imposition of local income tax (including additional tax) as follows (A47).
(B) When the imposition of corporate tax was revoked ex officio on November 19, 2012, the head of the Si/Gun/Gu issued a disposition to reduce or correct local income tax (including additional tax) as stated in the attached Form No. 4, with the only tax base of corporate tax on March 19, 2013.
(C) On April 10, 2013, the head of Defendant A made a disposition imposing local income tax (including additional tax) such as the attached Form No. 5 on the Plaintiff, stating the type of penalty tax and the grounds for calculation thereof, and on November 19, 2012, imposing the penalty tax as the tax base (B).
[Reasons for Recognition] Facts without dispute, Gap evidence Nos. 1, 2, 47 (including paper numbers), Eul evidence Nos. 1, 2, 4, 285 (including paper numbers), Eul evidence Nos. 1, 1, and the purport of the whole pleadings
2. The plaintiff's assertion
A. As to a domestic corporation
(1) As to the "place of actual management"
① The Plaintiff was established in O for the automobile marine transportation business, and the automobile marine transportation business and the charter party business. ② The core duties essential for the existence of the Plaintiff were performed by theCC and its executives and employees, ② the localization recruitment business, harbor business, fare collection business, and vessel uniform management business, or mechanical and repetitive duties were entrusted to each country’s transfer delegation. ③ The CC negotiated the automobile marine transportation contract with the owner, transportation broker, and charter party in the world. ④ The Plaintiff’s employees conducted financial management, bill of lading issuance, accounting and tax administration, asset management, shipping contract conclusion, and oil payment, ⑤ The place of actual management under Article 1 of the Corporate Tax Act should be interpreted as corporate tax indefinitely, ③ The Plaintiff’s domestic corporation’s actual management model cannot be seen as a domestic corporation’s independent management standard under Article 10 of the Corporate Tax Act (amended by 30 of the Corporate Tax Act).
(2) As to the violation of the no taxation without law
(A) Even if the Plaintiff constitutes a domestic corporation, the imposition of corporate tax based on the “actual management place,” which is an indefinite concept, goes against the principle of no taxation without law.
(B) The "actual management place" under Article 1 subparagraph 1 of the Corporate Tax Act refers to the "place where the head office or main office of the pertinent corporation is practically performing its essential functions," and Article 94 (1) of the Corporate Tax Act provides that "where a foreign corporation has a fixed place where the whole or part of its business is conducted in Korea, it shall be deemed that there is a domestic place of business." Thus, the place that can fall under the domestic place of business of the relevant foreign corporation refers to a facility where the business of the pertinent corporation is conducted in Korea, and Article 94 (3) of the Corporate Tax Act does not have a domestic place of business, but where a foreign corporation has an agent in Korea and allows the agent to act on behalf of the foreign corporation in Korea, it is deemed that a separate legal provision is needed to interpret the plaintiff and the OO shipping, an independent legal entity, as the actual management place of the plaintiff, is contrary to the principle of strict interpretation.
(C) SinceCC made a decision on affiliated companies of domestic and foreign △ Group, including the Plaintiff, with the support of the planning and management team, if the Plaintiff constitutes a domestic corporation, corporations located overseas, such as △△ Holdings and △△△△△ Holdings, also fall under a domestic corporation with the actual management place in Korea. In such a case, the imposition of global income tax byCC pursuant to Article 17(1) of the Adjustment of International Taxes Act (amended by Act No. 11606, Jan. 1, 2013; hereinafter the same) on the premise that △△△△△ Holdings is a foreign corporation may not be established.
B. As to corporate tax for the business year 2006
Under the Corporate Tax Act amended by Act No. 7838 of Dec. 31, 2005, corporate tax may be imposed on a corporation with "actual management place" in the Republic of Korea from the business year that starts on or after January 1, 2006. The plaintiff's business year begins on April 1 of each year. Thus, the disposition of imposition, such as corporate tax for the business year from January 1, 2006 to March 31, 2006, on the income accrued from January 1, 2006, is unlawful.
C. As to the additional tax on improper non-declaration
① The Plaintiff was established in XX in accordance with business judgment such as inducing the OO motor vehicle transport market; ② the Plaintiff actually entrusted the OO shipping with the incidental business, such as clothes management; ③ the Plaintiff’s act conducted prior to the amendment of the Corporate Tax Act on December 31, 2005 cannot be deemed an illegal act pursuant to the amended Corporate Tax Act (Act No. 7838); ④ the Plaintiff may choose a method to mitigate the tax burden; (4) the Plaintiff could not be deemed tax evasion on the grounds that the Plaintiff was exempted from the tax on the grounds that he was provided with the advice of the accounting firm; (5) the Plaintiff owned an affiliate of the △△△ Group by title trust, etc.; and (4) the Plaintiff distributed the risks caused by the vessel accident; and (5) the Plaintiff did not engage in the △△△ Group’s business to conceal the ownership relationship with the Plaintiff and OO shipping; and thus, the imposition of corporate tax without tax is unlawful
D. As to the additional value-added tax
Value-added tax imposes the duty to report and pay by taxable unit the "workplace" [Article 4 (1) of the Value-Added Tax Act (amended by Act No. 11873, Jun. 7, 2013; hereinafter the same shall apply], transportation business is a place of business [Article 4 (1) 3 of the Enforcement Decree of the Value-Added Tax Act (amended by Presidential Decree No. 24638, Jun. 28, 2013; hereinafter the same shall apply], the Plaintiff's business constitutes an ocean-going transportation business under the Korean Standard Industrial Classification Table as an ocean-going transportation business incidental thereto, and the Plaintiff whose place of business is XX does not bear the duty to report and pay value-added tax due to the absence of its place of business in Korea. Accordingly, the imposition of value-added tax on the ground of failure to report the tax base based on the unregistered tax and zero
3. Related Acts;
It is as shown in the attached Table related statutes.
4. Facts of recognition;
(a) Details and status of the formation of the business structure of △ Group;
(1) Circumstances of the vessel owner business
On April 193, 1993,CC established the △△△△△△△△△△△△△△△△△△△△△△△△△△△△△△ on its own, establishing a shipping company on April 15, 1995 (hereinafter referred to as the “△△△△△△△△△△△△△△△△△△△△△”) and independently performed the basic shipping management work by establishing the △△△△△△△△△△△△△△△△△△△△△△△ on its own, while serving in the △△△△△△△△△△△△△△△ and retired from office while serving in the △△△△△△△△△△△△△△△△△△△ on its own. As the main shipping business has been gradually expanded, it delegated the authority of the △△△△△△△△△△ on March 19, 200 and the △△△△△△△△△△ on its own initiative.
(2) Circumstances of the automobile marine transportation business
"CC established "OOO", a document-based company, around March 2002, in order to enter into an automobile maritime transport business based on the experience he worked for EE vehicle. However, EOO, the only domestic automobile maritime transport company, at the time, sold the automobile transport business department to FF, a European Vessel. FF established GG in Korea for the automobile maritime transport business. GG, while with the monopoly of the maritime transport right of EE, proposed a business partnership to △△ Group as the lack of vessels. (B), CC established the 197 International Transport Business Co., Ltd., a document-based company, around December 2003, 207, the 197 International Transport Business Co., Ltd. (hereinafter "OOO") and the 207 International Transport Business Co., Ltd., a domestic shipping company, and the 207 International Transport Agent Co., Ltd. (hereinafter "Domestic Sea Transportation Co., Ltd.").
(C) As the suspicions of embezzlement of additional charges, etc. that the JJ, the representative of H, from October 2003 to July 2004, 2004, CC established an OO shipping with the purpose of ocean-going cargo transport business, etc. on June 2004 to have it carry out the sea-going transport business, etc. (A204, 205).
(3) Formation and reorganization of business structure
(A) Around May 2004, 2004, the △△△△ Party established a brokerage business from △△△ Holdings and △△△△△ Party’s business, and a motor vehicle maritime transportation business entrusted by OOO and CCCCC, respectively. △△△△△△△△ Party re-entrusted a motor vehicle maritime transportation business to OB, respectively.
(B) As the business of the △△ Group is gradually expanding and expanding to other countries, such as Europe and the OO, the group studies the method of separating the main business and the automobile sea transport business of △△ XX in the direction of minimizing the tax risk. In addition, the need for the establishment of a company with an entity other than the simple document company to participate in the bidding for the selection of a new shipping company of the U.S.O.O.O., or to obtain a subcontract from KK, LLL, MM, etc., the main shipping company of △△△ Group. Accordingly, the △△△ Group separated the main shipping business and the automobile sea transport business from the main shipping company of △△△ Group, instead of excluding the involvement of △△xx from the automobile sea transport business sector, had a new corporation establish the Plaintiff in XX, on December 2, 2005, by re-entrusted the business to the OOO andCC.
(C) OOO andCC have transferred its work to the Plaintiff, and actually closed its business around the second half of 2006.
(D) The business structure of △△ Group before and after the Plaintiff’s establishment is as shown in the attached Tables 1 and 2 (A5).
(4) Characteristics of the △ Group project
(A) The business of △△ Group may be categorized into the main business, such as the procurement, chartering, management, and disposal of vessels, and the motor vehicle maritime transport business. The motor vehicle transport group: ① charters the motor vehicle transport-only vessels (PC; hereinafter referred to as the “PC vessels”) from the single line companies (SPC) of △ Group through the △△ Group; ② charters the PCC vessels from the △ Group, such as KK and MM, or borrowed the vessels.
(B)CC formed and maintained the trust relationship with each other’s shippers, forwarding agents, and shipping companies by utilizing the career of work in EE vehicles.
(5) The organization and management of the planning and management team of △ Group
(A) Composition
△△그룹의 기획관리팀(이하 '기획관리팀'이라 한다)은 CC의 동서인 NNN(CC의 동서로 △△그룹의 사실상 2인자 지위에 있다), OOO, PPP, QQQ으로 구성되어 있다. 이들의 공식적인 소속은 OO해운, △△상선, △△XX의 한국지점 등으로 달랐다.
(b)the affairs in charge;
The planning and management team performed planning affairs, such as the establishment of a business system, personnel management, and fund management, and the design of governance structure, the establishment of new affiliates including the plaintiff, and the preparation of countermeasures against the tax risks, as seen below, in accordance with the direction of theCC.
1) The “Duties of the planning team” prepared by PPP under N’s direction includes the following (B).
1. Sure review, srucure review: OO or OO accounting corporation;
A. Establishment of XX investment companies
B. Establishment of Plaintiff
C. Development of the Plaintiff’s computer system
2. Review on investment;
A. General investments
iii. Research on XX real estate market;
iv. EE Automobile Group and a case of carrying out new projects;
v. I Related Reviews
B. Marine Transportation
i. Establishment of nationality ships;
ii. Establishment and operation of the seafarer center;
v. For the O-joint venture corporation: Establishing an O-O-O;
vi. Pool: Joint operation of PCC;
XI.Establishment of the Office of Inflicting Contacts
3. Review of Acts;
A. Review of various contracts
(b) Various kinds of laim;
"2) The planning and management team, prepared on November 15, 2004 by the planning and management team, shall be indicated as follows (A.30), 1. objectives:
△△△ as the headquarters;
2. Objectives;
A new vessel management contract between △△△ and its subsidiaries shall be prepared, and the vessel management contract between △△△△ and other companies shall be supplemented.
- Specifying the representative and the date of the contract to be signed on behalf of the corporation in order to establish appropriate procedures for work
by effectively utilizing the history of the contract, to revise the transfer fee and the main contents of the contract;
Reviewing the transfer of vessel between △△△ and its subsidiaries, and preparing a new vessel management contract, and minimizing the problems arising from performing the role of △△△ as the headquarters.
"3) The direction of planning and management team, drawn up on November 24, 2004, is indicated as follows (A. 31) on the 'Mhan and Docow' (A. 31), 1.
All cash transactions required by the △△△△△△, XX Shipping, and OTR shall be made through the bank account in △△ XX.
bank account of △△△△△: O bank XX branch (O bank)
Account Manager of △△△△△: Economic Education
(A) Account Holder: Plaintiff, N(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)
· the starting date: November 15, 2004
2. Guidelines for smooth communication;
At the request of the △△△△△△△△, XX Shipping and OTR, where the cash transaction is made to Korea or to a third party through XX, the preliminary notice (a summary statement and account statement) should be sent accurately to east, XX, O by facsimile or e-mail.
The flow of the new document is almost similar to the transfer except that the summary contract is accurately sent to △ XX.
1 x xx x
1 copy of document ? ○ O
4) On April 22, 2005, OO and PP drafted a proposal for the establishment of △△ Injury Corporation (AB) that aimed at carrying out freight business (support and vicarious support for the transportation of automobiles centered on injury) and conducting agency business (AB).
5) The report on the results of the business trip prepared by the OO and PPP of the planning and management team is indicated as follows (A43):
1. A schedule: From November 14, 2005 to the 19th day of the same month;
3. Major business contents; and
3.1 Business Consultation on the Establishment of the Plaintiff (Separate Products)
- Considering important matters relating to establishment and reviewing the goods, such as shareholders, registration officers, budget, etc.
-review the organization and schedule;
-Review and review of operational operation plans, such as office transfer, office-fow, cow, etc.;
- Business consultation, coordination, and review of work transfer officers with each relevant officer (OOTR/△△△△△△),
3.2Research (Separate Report) with respect to XX-house and real estate market
3.3 Finding and reporting the current status of shareholders in each company of △△ and its registration officers ( separate reports);
1. △△ Holdings;
2. △△△△△ Holdings;
3. The plaintiff
4. OO;
5. △xx
6. △△ easily Korea business offices;
7. △△△△△ Office
8. △△ repanty;
9. OO marine transportation;
3.4 Change of Shareholders in △△ XX (Separate Products)
- President N. 100% / SPC 100% (wholly ewon)
3.7 HKOO, meling
- Ascertainment of the progress of consulting with respect to rucure
- Requests for reflection of additional matters, such as Plaintiff’s establishment and shareholder change in △ XX
6) On October 30, 2006, NN (Plan management team: Planning and management team) drafted “written items related to the establishment of a local corporation (joint corporation)” as follows (B).
1. Name of the company: △△O Limited Corporation;
2. Business purposes: Trucking agencies;
4. Investment ratio; and
1) Plaintiff 20%
2) OOO 40%
W 3) W 40%
5. The ratio of appointment of directors (the auditor shall be nominated for the plaintiff);
1) Plaintiff 1
2) Two persons at an OOOO car;
3) 2 CCC
6. Appointment of directors and auditors;
1) Directors: OTR directors CCC
2) Auditor: NN for OO Shipping Directors
7) N on May 8, 2009, N sent the following mail to OO, PPP (referring to RR, referring to the case of RR, and the case of a class) (B).
Title: Examination of the establishment of ship companies;
2. The head office shall be XX, the accounting border, and the business/operation, the head office of which can minimize the risk when operating in Korea.
13. The results of the examination by 12 days shall be summarized and reported and winded.
8) On May 28, 2009, the OO sent a note to review the ways to jointly invest in the O's marine transportation business in the manner that the plaintiff takes over 49% of the shares of TT, the forwarding agent, in the manner that the plaintiff takes over 49% of the shares of TT (AB).
9) On December 2, 2008, PPP considered the flexible method of operation of the Plaintiff’s deposited assets in the name of NN (referring to "Reference") as the main day to the NN (referring to "N").
B. The reorganization of △△ Group and the establishment of plaintiffs
(1) Reports, etc.
(A) The contents of the "plan for the establishment of a secondhand transportation carrier" made around April 2003 (a) are as follows (b) the content of the "plan for the establishment of a secondhand transportation carrier" (a.e., the "first grade secret (b)" in the upper part of the sign):
Ⅰ Business objectives;
Securing status as a professional carrier of vehicles and vehicles;
Expansion of existing high-speed transportation services through the linkage of inter-Korean medium-sized projects
Establishment of the first phase marine transportation network and accumulation of know-how in preparation for the transfer of distribution rights from ·G;
Ⅱ도요 of the newly incorporated company;
1. Basic plans for establishment;
- complicated issues, such as authorization and permission at the time of incorporation of shipping companies in Korea;
- Accordingly, the use of OOO established by △△△ Shipping on OO;
It is smooth to establish and operate domestic transfer sets in terms of time/cost reduction.
2. Name of a newly incorporated company: OO;
-Utilization of 10,00 US dollars 10,000, established by △△ Shipping to OO
(B) WOO’s written opinion prepared on August 24, 2004 is written as follows, and the report is accompanied by the following report (AB 29-1).
Taxation Risk pursuant to the reorganization of △ Group
Kalymaris:
The △△ Group’s opportunity to review and inspect the re-ordination of the △△ Group.
As scheduled, reports on the taxation risks of each company due to the reorganization of the △ Group shall be linerd at the early customs offices of XX, △△, and O.
(3) In order to minimize the risks of permanent establishment in △△, it is proposed that the OO will modify the terms of “A” and “Arvice” as “A” and “Service”. In addition, the appointment of an agent shall be changed as “agring agent” in items 5(A)(5). In fact, the agent shall be made in accordance with △△ XX.” 4. 3.1, deleted. 3.7, and 3.9 will be amended in order to minimize the risks of permanent establishment in Korea. By doing so, OOO Shipping will be able to issue bills of lading in terms of △△△△, and it will be able to add detailed service items in paragraph 7.
OOO Ro
1. Summary;
The main purpose of this report is to provide advice on the withdrawal of taxation pursuant to corporate governance structure planned by the △△ Group in XX, △△, and Korea.
The business income tax in XX is taxed on the basis of the territory. △△△△ is a corporation that provides SPC with the services of agent and vessel management as a vessel agent, not considered to be a vessel owner or operator within XX. △△△xx is subject to taxation on vessel management and agent fees, but this related services should be provided in XX. The current rate of corporate tax is 17.5%.
In view of the relevant contract, △△△△△△ means the management of the assets from △△△△ Holdings and △△△△△△△△△ brokerage, and from OOO to receive a management of the assets and a management of the management of the assets. If the △△△△△ △ △△ △ △△ △△ or the subordinate contracts with △△△ △△ △△ △△ △△, it is necessary to pay the assets management65 to each △ △ △△ △ △ or △ △ △ △ △. It proposes that a certain amount of profit will remain from the perspective of △△△△ for commercial justification.
On the other hand, if the SPC makes the call at the port within the territorial sea of XX, it may be deemed that the SPC runs its business as the owner in XX. The transportation revenue amount is hot in accordance with the formula set out in the provisions of XX tax law S 23B. In other words, the vessel should be damaged to the port of call in XX.
From the perspective of Korea, there is room to regard △△△ as a dependent agent for the permanent establishment through OTR. This is due to the fact that the OTR is performing an important role in the structure of the contract of △△ Group. Therefore, the risks of the permanent establishment related to the vessel management business are not high. This is because the Korean tax law provides for tax reduction or exemption for the vessel transportation business by various tax treaties and bilateral agreements, etc.
2. Objectives and scope of the review;
The purpose of this report is to examine the taxation exposure in XX, △△, and Korea with respect to the corporate organization plan of △△ Group. The scope of this report shall include the following:
- Method of minimizing the risk of taxation on charter income by deeming △△ and the group as the vessel owner/transporter in XX from the perspective of XX tax authorities;
- Advice on the possibility of taxation on the revenue of fees for the services provided by △△△ through various vessel management and agency contracts entered into with corporations in the group.
- Researching ways to minimize taxation risks in △△;
- Research to minimize taxation risks in Korea;
- proposals to modify the group structure to achieve the overall tax efficiency of the △ Group;
- Legal advice necessary for △△ with respect to the business management in XX
-a advice for the employment of individual workers employed in XX
3. Contracts provided.
(a) △△△ and △△ Holdings.
(b) △△△△△△△ alone.
(c) ENEN - △△ andCC CCC
(d) EP ACT. - △△ andCC CCC
(e) EOEN - △△ and OOO
(f) ADITIT ACT. - The vessel management contract shall be
(g) EFEN - △△ and OTR
7. Possibility of taxation in Korea;
7.2permanent establishment in Korea;
Unless the National Tax Service takes a passive position, participating in the negotiation process and the determination of the terms of the contract may be considered as the authority to conclude the contract.
Under this exhibition contract, the OO Shipping is closely related to the Korean charterr/customers and △△ XX in terms of contractual and business negotiations. Although the OO Shipping may not enter into a contract without prior approval or specific instructions from △△△, it may not be possible for O Shipping to enter into a contract.
This is because the National Tax Service may argue that △△ XX constitutes a permanent establishment through OTR. This is because essential parts in the formation of the contract of △△ Group have been done by OTR.
However, in reality, the risk of permanent establishment relating to the PP is not high. This is based on the domestic tax law that provides reduction of or exemption from the amount of shipping income and various tax treaties, bilateral agreements and individual exemption clauses.
7.5 CFC Regulations
When the ultimate shareholders of △△ Group are DD that they are Korean residents, the CFC issue may be raised because their stock investment was made to the corporations located in various tax haven.
The author argues that the last Korean shareholders are obligated to comply with the CFC regulations. This is because the △△ Group corporations are located in various tax haven, and these corporations are determined to be the principal business.
7.6 Other
7.6.1the minimum taxation exposure;
If we exclude the risk of determination based on the information given to us, there is no special taxation risk in Korea with respect to the shipping business of △△ Group.
To minimize the risk of a permanent establishment, △△ Group shall be subject to the deletion of the provisions that local agents act as a direct transaction partner with the relevant parties on behalf of the △△ Group under the agent contract, including the provision that local agents act as a direct transaction partner with the relevant parties.
Finally, our comen have the honor to review the other backgrounds offered to us, as well as the On-Site or vessel management contracts concluded with △△△, and to inform us that they were prepared based on them.
(C) On November 14, 2005, the planning and management team’s PPP prepared “written goods for the change of shareholders at △△△△△△△△,” and attached “OOOOO STRUCTRE Review (W)” prepared by OOO and PPP on November 10, 2005 (A41-1, 2).
1. Objectives;
As a result of the review of the current status of stockholders of the OOO, the personal tax risk of the President exists in △△, it is intended to newly establish and convert SPC from the President to the National Assembly.
2. Outline of the new SPC;
2.1the name of the company: US (investment company's selection of names).
2.2) Stockholders: 100%CC.
2.3) Representative Director:CC
2.4) Capital: US$ 100.
2.5) Location: OO orO orOO;
2.6) Time of establishment: immediately after the approval of the President;
2.7) Major services: OOO Strucure investment companies and shareholders' roles.
◆ 개요
1. It is necessary to make the current status of stockholders of the OO and to make its business efficient through the review of the governance structure, and to simplify the governance structure;
2. The Plaintiff’s establishment promotion of XX requires restructuring of STRUCURE
3. Feasibility of classifying and managing RIK mixed with separate STRUCTURE by business division;
◆ STRUCTURE 변경(안)
1. Analysis of STRUTURE;
· the content of the change
Plaintiff/OOTR Bus business PAT x
△△ shareholder change:CC ? New SPC
TAX ISDSUE: TRSK Poste, as a shareholder, which is able to be protected in the RISD PETING LINE, shall be prevented from extending to a private corporation).
Plaintiff
Newly established ? Stockholders: △△ alone.
ExistingCC CCC ? New Plaintiff-General
TAX ISOSUE: RISK at OOTR permanent establishment
2. Major matters to be examined;
A. Method of maintaining the governance structure by PAR
(1) Newly Inserted by Act No. 1090, Mar. 1
(2) CASH FLW kept the same as the existing, and △△ Holdings’s final beneficial owner functions.
B. Change of shareholder △ XX
① President YYYY ⇒ 신설 SPC
- Prevention of the expansion by KOREA TXSSUE to △△ Holdings
- Shall be protected by new SPC
- The prevention of expansion by KOREA TX ISOSUE as a private shareholder of △△△ Holdings as a juridical person
(2) Although there is KOREA TXSUE, there is probability that it is a stockholder of △△ Group in Korea.
C. New establishment of the plaintiff
(1) Separate management functions of a business department.
- BIZ. 사업부문의 TAX RISK 이전: △△XX ⇒ 원고
- The separate management function of the RIK
(4) OTRAE as a permanent establishment in the Republic of Korea of the Plaintiff, which has difficulty in immediately evading, although there is an KSA TX ISO.
(D) On November 14, 2005, the OO of the planning and management team proposed a letter of goods related to the establishment (xx) of the Plaintiff, and on November 18, 2005,CC approved and decided it in the Republic of Korea (NN's pen notes are written). The letter of goods is accompanied by the following basic draft plan for the establishment of the Plaintiff (A5, 42).
1. Objectives;
1.1)CC located in an OO has difficulties in external activities as a acter.
1.2) Establishing the Plaintiff in XX materials and doing business as a de facto Carrier.
2. Summary of the new corporation;
2.1) Company name: the Plaintiff
2.2) 주주: 100% △△홀딩(CCCC CCC와 동일함) ⇒ New SPC or 신탁 변호사 이름만 나오도록
2.3) Registered Officer:CC, Director NN
2.5) Location: the same as △△△.
2.7) Major tasks: Performance of the tasks as substantial Carrier, such as issuance of B/L, import of freight, and all kinds of navigation visa payments;
Preparation:OO, PP
affiliated: Planning and Management Team (△△△ Country/Korea Branch)
1. Outline of the new corporation;
10% 100% △△ Holdings
- △△ City has invested 100% inCC CCC
- In order to clarify the governance structure and minimize the risk risks, individuals shall be subject to the investment method and the corporation (△△△) shall select the investment method.
YUD : DirectorCC, Director NN
Major banking business: Business as a de facto carer, such as issuance of bills of lading, payment in freight, port expenses, charterage payment, etc.;
2. Schedule for implementation;
Items
Details
Promotion Schedule
Jinay
Incorporation phase
Completion of corporate registration
December 15, 2005
After approval by the President, immediately;
Operational Review Level
Establishment of Organization Management Plans
-Organizational chart and Work Division Programme
- Review of work fone, Cash fows, etc.
- Cost Programme
November 30, 2005
Opening of Accounts
December 20, 2005
Consultation, coordination, and coordination with the relevant officers (OTR/△△△△) on their duties;
December 30, 2005
Completion of office interior works
December 15, 2005
Selection of Housing Purchase and Dispatchers
December 15, 2005
Level of commencement of operations
Business Transfer and Transfer and Receipt System
January 1, 2006
Commencement of Business
206.21
(E) On December 1, 2005, “△△△△△ examination and improvement plan” are indicated as follows (A 48).
Part 1
2.The current status of services for each company;
(b) △△ re-panty
·Improvement proposal
S&P; Acking (including acash), Chring, SPC management, new assistance contract, third party contract/replacement;
- Ultimately, the vessel is in charge of △△, but the present is being carried out in the △△ repanty.
- It is desirable to maintain current status for the convenience of business decision because the primary business area of the president is △△ repanty.
⇒ 개선불가
(c) △△△△△△
·Improvement proposal
Management of flag state registration, third party insurance/lubric. Paint. New Control, △△△SEM:
- 궁극적으로 선주사 업무로서 △△XX에서 담당하여야 하나, 현재는 △△△△△△에 아웃소싱 형태로 진행되고 있음 ⇒ 개선불가
(d) OO marine transportation;
·Improvement proposal
영업, 운항관리, 화물감독, 운임 Collection/항비지불, Chartering 등: Carrier의 고유 업무이나 Agent인 OO해운에서 업무를 수행 중, 원고의 SET-UP 및 업무이관 작업을 진행하면서 원고의 역할을 정립한 후 업무 병행 ⇒ 진행 중
Part II
1. Organization diagnosis and improvement plan;
A. △△ XX
Ponding / Issues
Improvement Measures
The occurrence of confusion as a hedger due to a change in the purpose of its establishment: The head of a watched task that must be given the function of the parent company or higher concept, although the head of the watched task must have been established mainly for the avoidance of Do Governor's overall △△;
There is Risk in Tax and legal part by carrying out pre-paid unique duties at an affiliate;
In the absence of roles as a hedge quota due to lack of understanding of the current status of the entire △△△;
Transfer of △△△’s unique duties to 2008
- - All accounting affairs
- S&P;/ Ching operations
- SPC Plning/management
- Third Party Contracts/Payments
B. The plaintiff
Current Status / Issues
Improvement Measures
OO Shipping Korea's reasons for establishment
- The Korean business entity needs to be the entity of
- The need to exist in Korea for business purposes as the principal owner is located in Korea.
- - Establishment as Agent due to the connection of TAX
Plaintiff
Necessary for conversion of function
- Paper Company ? Commonpa ?
- Vitalization of Spering Bus business
XX Grounds for establishment
- - WooO Biz's entry infrastructure
- - Of TAX connection
Raisk existence
- Doisk: Development of computer programs
- Elements detrimental to the moral reputation
Marrier’s unique duties
- - Business
-Operational management
- Freight Supervision
- Freight Cocc/port non-use
- Bunkering
- Charing
- - Docu Management Issuance (B/L)
-Accounting;
Risk Mage Management Measures
- Conversion to nationality of a ship
(f) On December 13, 2005, the Plaintiff was registered as “FOOO/RM 2080, 28/F, OOO TOTW 183 QOTRAL” at its domicile (A23-1), “(2) mail mail, etc.
YYY, an accounting firm of the OOO accounting firm (hereinafter referred to as "OO") sent to PP on August 18, 2005 a domain of "delivery of information relating to the establishment of XX and OOOOO shipping company", and the "information related to XX and OOOOOO shipping company" is included (A241), as follows: (a) YY, an accounting firm of the OOOOO accounting firm (hereinafter referred to as "OO")
1. Understanding of the situation;
The △△ Group, including the present △△△ Holdings and △△△○, (hereinafter referred to as “ear company”), plans to establish a shipping company (hereinafter referred to as “NC”) that will engage in international maritime transportation services in the future in XX or OOO. It seems that the NC’s investment structure, size, business direction, etc. have not yet been determined in detail. However, the thickness presented business policies to the extent of outline, and at the same time, was premised on the following basic facts by putting up the current status, etc. of the operation of the ear-related maritime transportation services to the extent permitted by the laws and regulations of the country under the review of the establishment of the NC.
Although whether or not the vessel is owned by NA has not been determined, the type of leasing international shipping vessels registered overseas through Bare Baat CBC is being reviewed, and most shipping and NC-related shipping will be in the form of being shipped into and out of Korea to third countries, and in fact, they will not enter or depart from the territorial waters of Y or OOOOOO of the relevant vessel.
The "NC" will enter into a contract of carriage with the "inwarder" in the form of Voage Char, T/C, etc. for the Korean carriage of goods, and will directly receive the fare income from such international carriage." With respect to shipping service business to be provided by the NC, considerable parts of the contract execution agency, vessel and crew management, insurance, finance, etc. will be planned to provide the Korean companies with out-going services and pay the fee for such out-of-going services.
On the other hand, the thickness seems to have the intention to modify a part of the plan if necessary in the future.
2. Matters requested;
Under the above circumstances, you have requested for the establishment of the following contents and scope in the circumstances where the establishment of the future project plan is necessary for the P and OO's business and tax environment:
o. (Informization 1)
Information on important restrictions under the laws and regulations of the country in relation to the establishment and operation of shipping companies in XX or OOO, etc.
o. (Informization 2)
Terms and conditions of taxation on shipping income of a shipping company XX or an OOOO corporation when establishing a shipping company in XX or an OOO, etc.
(B) On November 26, 2005, the OO sent the following emails to the work at the same time:
Plaintiff
It was ordered by the President to change the location of SPC from OO to OO system.
In addition, the shareholder is called as title trust ? designation. The question of how to issue title trust related to title trust is asked to the MaU and the direction of UU is given to the DolU.
△△△ Holdings's shareholders' title trust method is the same as the shareholders' title trust method.
(C) On November 28, 2005, a trade-related job was sent to PPP (Reference:OO) a mail attached to the same file as attached Form 3 (A46).
"(라) OOO은 2005. 12. 20. NNN, SSS, PPP, QQQ에게 아래와 같은 메일을 발송하였는데, 이에 첨부된 '원고 운영(안)'에 각종 서류의 서명자, 서명절차, 조직도, 업무분장, 자금관리계획, 업무흐름도 등이 기재되어 있다(을가51). ",원고 운영안의 내용 중 업무FLOW 등은 OO해운과 검토, 협의완료되었으니, 이사님께서 운영안을 최종 검토 후 관련부서 및 실무책임자들에게 이메일로 직접 업무지시를 내리시면 될 것 같습니다.
Related persons.
△△: Vice-President
OO Shipping: Representative Director, Z head, ZO deputy head, VV deputy head, OOO agency, OOO agency
△△△ Northern: OOs, OOs (co-operation with OOs in the △△ business trip of the head of O and Os)
(E) The work sets of SS include the following (A) 33, 40, 44, 52, 245:
March 11, 2005O
정관, 주총 ⇒ 임원 상여금 지급기준
Tax: Piccenture Ga. Ga. Dominse Address/place of Residence
(Right of Taxation: Do Governor - Period of stay, whether a family member has a family, economic interest
(의사결정기준 자료) ⇒ 합리적인 이유, 외부자료 → 내부검토(결재) → 미리 갖춰라, OOOOOO수익 발생이 없다
may 3, 2005
HKaxisk review items, permanent establishment aspects, HK sourcece ? △ Pool problem, Korean colon's problems, XX lele problem
may 6, 2005
HK Tax Risk part
OOO,CC CCC: SPC is difficult in the future under the circumstances of attention. Tax mination.
May 20, 2005
No problem arises to specify agreements between Aents: All the content of HK ? OO except OOO shall be HDden.
November 4, 2005
1) Plaintiff (Actual Commonpa)
- - LOC: HK
- Of November,
- The method of cutting off the taxation part of Holdling ? OOO(OOOO) / Plaintiff (HK) tax haven
November 7, 2005
- Preparation of a letter of goods for the establishment of the Plaintiff (HK), Tax: Investment in SPC(s) levels, - Registered Officers
- Plaintiff (HK): how the Role will be
November 21, 2005
SPC: pending issues so far, the direction of the President of the National Assembly, knhow to cultivate know.
Establishment of overall directions.
② △△홀딩, △△△△홀딩 ⇒ Group Structure 구성/관리방안: 구체적으로 사업부문별 구분
Strucure formation schemes, each Commonpa Company's Role
Corporate governance structure such as governance dovering, restructuring, salrehold, 2
December 20, 2005
KOO
Title trust: OOO ? SPC ? RoOO ? Lawfirm
C. Organization, status, etc. of the Plaintiff and OO Shipping
(1) Status of the Plaintiff’s organization and employees
(A) The Plaintiff has its principal office in XX (20th Flor, OOO, 19 OOO), and leased and used an office from O who is the building owner (A, 23-2).
(B) Current status of the Plaintiff’s officers and employees and their performing duties are as follows from January 1, 2006 to June 4, 2010 (Ga 9, 91).
Officers and Employees
Positions and Positions
Department
Performance Affairs
NN
Directors
Management
Plaintiff
Overall Management
XX Real Estate Management General
Economic Zone
chief of department
Management
△△△/Plaintiff/O/O general management of accounts
△△△/Plaintiff personnel management, general management of affairs
XX Real Estate Management
O
Representation
Accounting
Plaintiff
Accounting Management
Plaintiff
Preparation and Management of Financial Statements
XX Administration of Administration Expenses of the Office
OO
Accounting Board
Accounting
Plaintiff
Accounting Division
Plaintiff
Transfer/issuance of Check/Data entry
Plaintiff
Management of Accounting Documents
OO
The director
Accounting/Management
Plaintiff/O/O Accounting Management
Preparation and management of Plaintiff/O/O financial statements
Plaintiff
Personnel, Management of General Affairs
O
chief of department
Sales/ Marketing
PCC Business Overall Control
Ship uniform management (onage and allocation of uniforms that can be specified for entry into and departure from port in line with the volume of goods)
PCC Business Contracts /PC Charter Management
VV
chief of department
Sales/ Marketing
PCC Business Overall Control
OO
The director
Sales/ Marketing
PCC Europe-Dong Asian Business Management
PCC East Asia-New Zealand Business Management
PCC East Asia-China Business Management
OO
Representation
Sales/ Marketing
PCC East Asia-Ground Sea/EU Management
PCC Operation Management
O
Accounting Board
Accounting
O Accounting Division
O Transfer / Check Issuance/Data entry
O Document Management and Assistance in XX Real Estate Affairs
The current status of changes in the plaintiff's employees by period is as follows:
Period
Status of employees;
Details of change of employees
January 1, 2006
- February 17, 2008
O, OO, △△△△, and O(which belongs to the Korean branch of △△△△), and △ (which belongs to the Korean branch of △△△△).
February 18, 2008
- February 28, 2009
O,OO, work-level, OO,O,O,O, V, V, andO
It shall be dispatched by OO(amended by the Plaintiff on March 1, 2008), OO(amended by the Plaintiff on March 1, 2008), OO, OO, OO, VV, and OO( dispatched by OO Shipping on February 18, 2008).
- March 1, 2009 - June 6, 2010
O,OO,O, and commercialization;
OO,OO, V,OO, OO (OO's return on March 1, 2009)
* On February 26, 2008, on March 1, 2008, the personnel team of the OO Shipping ordered a person who issues an OO of the △△ branch of Korea to △△, and △△△ branch of Korea as the Plaintiff (A. 91-5).
As of February 6, 2009,* N has ordered the personnel management of VV,OO, OO, OO, OO, and OO belonging to the Plaintiff as of March 1, 2009, and the OO belonging to the Plaintiff as of March 23, 2009 (AB).
(C) The Plaintiff’s minutes of the board of directors include the following contents (A46-1, 2).CC entered Korea from a third country other than XX on December 23, 2005, and was staying in △△ on April 3, 2006. NN was staying in the Republic of Korea on December 23, 2005 and April 3, 2006 (A 310).
Minutes of the board of directors held at a registered office on April 3, 2006
Participants in the meeting
CC, NN
1. A quorum;
All directors have attended and fulfilled a quorum.
2. A design;
CC was elected as chairperson of the board of directors.
3. Nomination of directors of the company;
The KimO was approved and finalized as a director of the company.
4. Conclusion
The other agenda was closed without any other agenda.
(D) From December 2005 to March 201, 2010, the Plaintiff recorded the sales of the following table for each region (A6).
Unit: US$.
Area
Sales
December 2, 2005 - March 3, 2006
April 2006 - March 3, 2007
- April 2007 - March 3, 2008
- April 4, 2008 - March 3, 2009
- April 4, 2009 - March 3, 2010
Doz.
Transportation
17,754,562
125,627,394
344,469,039
291,578,121
47,872,702
Chartering
9,200,583
25,229,967
24,690,247
17,594,029
2,133,255
O
Transportation
21,856,708
30,247,426
47,490,663
87,411,145
38,392,824
Chartering
Korea
Transportation
75,521,632
76,771,749
68,704,456
51,367,232
38,721,808
Chartering
22,330,787
20,804,280
8,020,660
8,350,161
8,845,136
Europe
Transportation
25,078,088
43,744,329
56,530,416
84,601,716
37,855,165
Chartering
16,685,59
12,247,904
2,665,312
8,959,964
79,134
Other
Transportation
3,804,906
26,131,438
3,872,354
3,514,857
5,721,399
Chartering
6,471,060
2,369,141
71,343
Total
192,232,865
360,804,487
562,914,207
55,746,366
181,092,766
* According to the statement of evidence No. 6, '*', the date of establishment of the plaintiff is December 13, 2005, and since the fiscal year is from April of each year to March of the following year, it seems to be a clerical error in December 2005.
(E) OOO, a special purpose corporation (SPC; hereinafter referred to as 'SPC') located in the OO-Gun owns 100% of the Plaintiff's shares, and ROO shares are owned by 100% of Belgium's shares, and the O LawOfirm located in the OO-Gun manages the RO.
(2) Organization and status of staff of OO Shipping
(A) On February 22, 2011, the OTR submitted to the OO regional tax office a vindication of its request for the submission of data as follows (A) (A).
1) identification of the person conducting the business (name)
Classification
Customer
Main Affairs
Executors
Establishment of a business network
(agency or entrustment contract)
Short-spepres
Long-term transportation contracts, cargo collection, freight collection, freight charges, agency services;
CC
Sindos Beijring
O Contract of long-term carriage, cargo collection, freight charges
CC
Whitena Marine Spring Agency
O's shipment/net management, issuance of bills of lading, and agency services
OO
Saf
Long-term transportation contracts, freight receipts and disbursements, agency services in Central and Africa;
CC
Noton Ltilly International
Long-term transportation contracts, issuance of bills of lading, shipping charges, agencies services;
OO
Management of Business Networks
Short-spepres
Long-term transportation contracts, cargo collection, freight collection, freight charges, agency services;
O/OO
Sindos Beijring
O Contract of long-term carriage, cargo collection, freight charges
O/Ginju
Whitena Marine Spring Agency
O's shipment/net management, issuance of bills of lading, and agency services
ZZ;
Saf
Long-term transportation contracts, freight receipts and disbursements, agency services in Central and Africa;
ZZ;
Noton Ltilly International
Long-term transportation contracts, issuance of bills of lading, shipping charges, agencies services;
ZZ;
Transportation Contract
MM
The contract of carriage of a new vehicle in △ area
CC/O
KK
The contract of carriage of a new vehicle in △ area
CC/O
LL
The contract of carriage of a new vehicle in △ area
CC/O
TT
O A contract of carriage of new vehicles in O
CC/O
MMCOS
O A contract of carriage of new vehicles in O
CC/O
Sindos Beijring
O A contract of carriage of new vehicles in O
CC/O
Franchises
contract of carriage of a new local unit in Korea
CC/O
Daalian Shipping
contract of carriage of a new local unit in Korea
CC/O
fixed clocks
contract of carriage of a new local unit in Korea
CC/O
Establishment of subsidiaries
SOOO BOOO
Establishment of a joint venture, a new long-term transportation contract, cargo collection and agency services in the O area;
CC
Charter party
Do Governor Holdings
Securing ships;
CC/O
MM
Sap and mid- to long-term charter party/chartering business
CC/O
KK
Sap and mid- to long-term charter party/chartering business
CC/O
(B) The services of each department of the OO Shipping shall be as follows (A).
/ Base Date of Department
January 1, 2006
January 1, 2007
January 1, 2008
January 1, 2009
Business 1 Team
-chartering and hiring;
·domestic letters;
- Dol / Secondhands
-market research and competition history analysis;
-port analysis;
-스페이스 차터(Space Charter, 이하 'S/C'라 한다), 스케쥴 관리
-issuance of bills of lading, freight claims,
Business 2 Team
-domestic height;
-O new car
- EuropeanINBOD
-market research and competition history analysis;
-business loan analysis;
-port analysis;
-S/C, 스케쥴 관리
-issuance of bills of lading, freight claims,
-domestic height;
- EuropeanINBOD
-market research and competition history analysis;
-business loan analysis;
-port analysis;
-S/C, 스케쥴 관리
-issuance of bills of lading, freight claims,
Business 3 Team
United States Organization
-O new car
-market research and competition history analysis;
-business loan analysis;
-port analysis;
-S/C, 스케쥴 관리
-issuance of bills of lading, freight claims,
Business
Support Team
-pest analysis and management;
-business performance management;
-port cost settlement/management
-COMISON Claim
-management of business contracts,
-related work for international standards (ISO);
-business/management other than the PC Line;
-other business assistance activities;
Operation Team
-on-site shipment supervision;
- animal partitions (STOWAGE PLN);
-General control of the goods sector (CARGO SUPERVIO) sector
-ship equipment management;
·ship drawings management;
-agency management/evaluation;
·delivery of vessel departure instructions;
-the purchase/supply of fuel oil
-port expenses and O/A disposal of costs;
-ship joint port (OF-HIRE);
-collection/management of port information;
-collection of basic cost data for each port;
-request for review and transfer of navigation expenses;
-Report on quarterly settlement status;
-report on the status of monthly balance (BALNCE);
Information Team
-maintenance of international standards (ISO);
-Maintenance of the environmental/safety system;
Planning Team
-all planning and management;
Computer Team
-maintenance and repair of internal computer-related data;
-development/maintenance of computer systems;
Accounting
Accounting Team
-general accounting affairs;
-all general affairs;
-all kinds of personnel affairs;
-general accounting affairs;
General Affairs Team
United States Organization
-all general affairs;
Dong-dong
Personnel Affairs Team
-all general affairs;
-all kinds of personnel affairs;
Personnel Team
United States Organization
-all kinds of personnel affairs;
Dong-dong
(C) On June 4, 2010, the OO sent the following emails with regard to the reorganization of OO shipping to E-Rs, etc. (A. 248).
On June 7, 2010, the Ministry of Foreign Affairs and Fisheries notified that the OTR's organization will be newly consolidated, and the time for reference to the OTR's work.
The major changes in the Do Governor shall be as follows:
1. Discontinuation of a department: A business team, a business2 team, a business three team, a business support team, a accounting and accounting team, a computer team, and a personnel management team;
2. Maintenance of departments: Operation teams.
3. Establishment of departments: Work teams and support teams;
5. Retirement: The head of the office, the head of the office, the head of the office, the head of the office, the head of the office, the head of the office, the deputy Kim △△△△, the deputy head of the △△△△ (the head of five persons, the head of the office, and
The main contents of the Do Council reorganization are as follows:
- Full transfer of operating organization: All services related to operations conducted at present in OO shipping to the Plaintiff, a arrier (total number of five persons, and severance from office to the Plaintiff);
- Organization merged and sludge: Total number of executives and employees after reorganization, total number of employees and directors, and number of future 20 persons (as of December 2009, number of officers and employees, number of 42)
(D) As of the business year 2005, the changes in the shares of OO Shipping are as follows (A26).
Stockholders
Acquisition by transfer
Transfer
Number of Stocks
Equity ratio (%)
ICJ
6,000
6,000
30
권★
6,000
6,000
30
O KimO
12,000
O KimO
8,000
8,000
40
OO
4,000
Economic Zone
4,000
(E) On March 16, 2012, the OO Shipping registered the type of business as a shipping agency business to the Ministry of Land, Transport and Maritime Affairs (A4).
(3) The plaintiff and the OO Shipping
Period
Department
Hong Kong
Korea
XX Total
Plaintiff
Korea
Total
OO Shipping
△△ Store
△△△
Points of Korea
Executive Officers
Staff members
Sub-committees
Executive Officers
Staff members
Sub-committees
Executive Officers
Staff members
Sub-committees
Executive Officers
Staff members
January 2006
Above 2
February 2, 2008
guidance.
6
2
4
52
46
7
39
2
2
-
4
2
2
Business
-
-
-
14
14
4
10
-
-
-
-
-
-
Operation
-
-
-
20
20
1
19
-
-
-
-
-
-
Management
6
2
4
18
12
2
10
2
2
-
4
2
2
on March 2008
Above 2
February 2, 2009
guidance.
10
2
8
52
45
6
39
2
2
-
5
2
3
Business
2
-
2
13
13
4
9
-
-
-
-
-
-
Operation
2
-
2
19
19
1
18
-
-
-
-
-
-
Management
6
2
4
20
13
1
12
2
2
-
5
2
3
on March 2009
Above 2
May 2010
guidance.
6
2
4
52
47
5
42
2
2
-
3
-
3
Business
-
-
-
12
12
-
12
-
-
-
-
-
-
Operation
-
-
-
23
23
4
19
-
-
-
-
-
-
Management
6
2
4
17
12
1
11
2
2
-
3
-
3
(A) Number of officers and employees
* The Korean branch in △△△○ and △ XX shall be officers and employees directly involved in the Plaintiff’s automobile marine transportation business among the total employees.
* Use the same office with five or less stories of O aa-a-Gu A-dong 1685-8 Ro-OOOOO-car 1685-8 OO-O-O-car, both of the O-transport, △△△△ branch and O-O-ray office in Korea
(b) Sales and net income;
The sales and net income of the Plaintiff and OO Shipping in 2006 to 2009 are as follows, and the only sales of OO Shipping are the revenue of transfer fee received from the Plaintiff (A. 19, 26).
(unit: million won)
Period
206
2007
208
209
Plaintiff
Sales
294,746
507,406
688,943
213,490
net income
89,582
135,449
17,486
-141,487
OO Shipping
Sales
4,969
8,598
5,650
3,944
net income
165
2,146
753
-5
OO Shipping/Plaintiff Financial Ratio
1.7% by mass
1.7% by mass
0.8% by mass
1.8% by mass
0.2% by mass
1.6% by mass
4.3% by mass
0.04%
(C) The internal telephone number table of △△ Group is written by the △△ branch office, the O office, the △△ branch office, the △ branch office of the Busan branch office, the Plaintiff, and the upper upper part of the upper part of the phone number table of the OO shipping, and the △ branch office of the △ branch office (606 : 308).
D. Plaintiff’s performance of duties
(1) An agency contract
(A) On December 30, 2005, the agency contract that the Plaintiff entered into with the OO Shipping is as follows (A 30-5).
2. Periods;
This Agreement shall enter into force on December 30, 2005, and it shall continue, in writing, not later than six months before the Plaintiff notifies the Plaintiff of the termination of one month prior to or during the first six-month period from the date of validity of the OO Shipping nomination to the Plaintiff by the OO Shipping, unless the Plaintiff notifies the Plaintiff of the termination at least three months prior to or after that end, and shall continue on the last day of the corresponding month.
3. Scope of authority;
OO Shipping does not impair in any way the generality of the powers specified in this Agreement, as a vessel's general transfer of vessels, and shall carry out the following functions:
3.1to enter into a contract or to arrange for the employment, management, maintenance and supervision of vessels in accordance with what the Plaintiff approves;
3.2Subject to the prior approval of the Plaintiff, handle and arrange for personnel placement, equipment, loading and unloading, provision, fuel supply, food supply, vessel supplies, vessel supplies, subject to the approval of the Plaintiff, and participate in and deal with the insurance, repair and subsequent investigations;
3.3Raising services for seafarers, executives, engineers, departments, fire-fighting numbers, survey personnel, supervisors and other necessary personnel, as approved by the Plaintiff.
3.4 Employs ships, insurance brokers or agents for the period determined by the Plaintiff, and freely conducts them.
3.5 Subject to the prior approval of the Plaintiff, treat and agree that all weathers arise in relation to the insurance of the ship.
3.6Conducts and deals with such other projects or transactions as the Plaintiff may entrust to the O Shipping whenever possible, and deals with all communications related thereto, and collects all proceeds related thereto.
3.7to negotiate, prepare and implement any contract or arrangement on behalf of any person, company or organization and on behalf of the plaintiff, with respect to the foregoing project subject to the prior approval of the plaintiff;
3.8to establish and maintain and operate such bank accounts for necessity or convenience, and to invest or manage such funds in such a manner as the Plaintiff may authorize at each time;
3.9At that time, the performance of the same obligation, function, and service as the Plaintiff includes, but is not limited to, the issuance of bills of lading by OO Shipping, the receipt of freight or charterage, the receipt of all money and securities received by a ship, and the immediate transfer of money and funds so received to the Plaintiff’s account, and the details of the above matters will be provided to OO Shipping and considered as part of this contract.
3.10on board a vessel to maintain, check and put in a Dok according to the direction of the plaintiff;
3.11acquisitions ownership and registration certificate of a ship from a dismissed or postponed master;
3.12 Delegation of any or all of the above-mentioned services to sub-transfer to sub-transfer subject to the Plaintiff's permission.
4. Fees and expenses; and
In accordance with this Agreement, OO Shipping shall be entitled to such fees as may be agreed upon by both parties from time to time by the Plaintiff for services provided by OO Shipping and obligations performed by OO Shipping, and such fees shall be attached in a MOU. In addition, OO Shipping shall take place on behalf of the Plaintiff in connection with this Agreement.