Whether a merger marginal profit is subject to securities transaction tax

As the Plaintiff’s capital increase as a result of the merger, the value of the Plaintiff Company’s shares increased as a result of the merger, the value of the assets transferred by the merger in this case is ultimately considered to have been reflected in the value of the Plaintiff Company’s shares. Accordingly, the value of the merger

Articles 1 and 2 of the Securities Transaction Tax Act

Seoul Administrative Court 2012-Gu Partnership-22782

AA

Samsung Head of Samsung Tax Office

2014.028

2014.11

1. The plaintiff's claim is dismissed.

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

Cheong-gu Office

The Defendant’s disposition of imposing securities transaction tax of KRW 1,345,291,110 against the Plaintiff on November 24, 2010 shall be revoked.

1. Details of the disposition;

A. On October 5, 2006, “○○○○○, a Hungary, (hereinafter referred to as “NLA”) was merged with the Plaintiff, a Hungary corporation,” and “B. At the time of the merger of this case, an extinguished corporation owned the principal share 9,438,581 (hereinafter referred to as “instant shares”) issued by a domestic corporation, a limited liability corporation. At the time of the merger of this case, the Defendant: (a) assessed the instant shares as KRW 18,480 per share as KRW 18,480 per share, and subsequently dismissed the Plaintiff from the Securities Transaction Tax Act (amended by Act No. 9274, Dec. 26, 2008; hereinafter referred to as “Securities Transaction Tax Act”); and (b) assessed the instant shares as KRW 18,480 per share as KRW 18,480; and (c) assessed the instant shares as KRW 174,431,201; and (c) assessed the instant shares as KRW 2014,2194,2016.

【Facts without dispute over recognition, Gap evidence 1, 2, Eul evidence 1, 4, and 5, and the purport of the whole pleadings

2. Whether the instant disposition is lawful

Article 1 of the Securities Transaction Tax Act provides that the object of taxation of securities transaction tax shall be "transfer of share certificates, etc.", and Article 2 (3) of the same Act provides that "transfer of ownership at a cost by contract or legal cause is one transfer of ownership at cost", and "transfer of ownership at cost" refers to the transfer of ownership in return for the transfer of ownership, so in order to be subject to securities transaction tax, the transferor of share certificates, etc. should receive compensation from the transferee for the transfer of ownership of share certificates, etc. In order to be subject to securities transaction tax. However, in the Commercial Act, the merger corporation and the merged corporation comprehensively succeed to the rights and obligations of the merged corporation due to the legal effect of the merger of the personality of the merged corporation and the merged corporation, the merger corporation is not deemed to be a transfer of ownership at cost due to the contract or legal cause. In addition, in this case, since 00 U.K. ○○○, a merged corporation, and the merger corporation's shareholders of the merged corporation, the Plaintiff did not acquire ownership at a cost other than the merger.

It is as shown in the attached Form.

C. Determination

Article 1 subparag. 1 of the Corporate Tax Act provides that the transfer price of stocks shall be determined by the following provisions: (i) the transfer price of the stocks is determined by Article 4 subparag. 1 of the Enforcement Decree of the Corporate Tax Act; (ii) the transfer price of the stocks of the domestic corporation is determined by Article 1 of the Corporate Tax Act; (iii) the transfer price of the stocks of the domestic corporation is determined by Article 1 of the Corporate Tax Act; (iv) the transfer price of the stocks of the domestic corporation is determined by Article 4 subparag. 1 of the Enforcement Decree of the Corporate Tax Act; (iv) the transfer price of the stocks of the domestic corporation is determined by Article 4 subparag. 1 of the Corporate Tax Act; (iv) the merger price of the stocks of the domestic corporation is determined by Article 6 subparag. 1 of the Corporate Tax Act; and (v) the merger price is determined by the Presidential Decree No. 1 of the former Corporate Tax Act that is no more than 10 U.S. 2 of the Corporate Tax Act; and (v) the former Corporate Tax Act provides that the stocks are transferred.

③ In the case of the merger of this case, the price for the merger did not have been paid due to special circumstances that ○○○○ owns all the shares of the Plaintiff and the merged corporation. However, as the Plaintiff’s capital increase as a result of the merger of this case increased as the Plaintiff’s capital, the value of the Plaintiff Company’s shares increased. Accordingly, the value of the assets transferred due to the merger of this case is considered to have been reflected in the value of the Plaintiff Company’s shares.

3. Conclusion

Therefore, the plaintiff's claim of this case is dismissed as it is without merit, and it is so decided as per Disposition.