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(영문) 서울행정법원 2016.02.05 2015구합61108
증여세부과처분취소
Text

1. Gift tax amounting to KRW 2,587,938,810 (including additional tax) and KRW 795,451, which was imposed on Plaintiff A on September 17, 2013 by the head of the Jeonju Tax Office.

Reasons

1. Details of the disposition;

A. On August 12, 2005, Plaintiff B acquired the shares and right of management of Dormant Corporation C (hereinafter “C”) in order to conduct real estate development business, etc. on August 12, 2005, and Plaintiff B and her relatives, Plaintiff B and her relatives, established D (hereinafter “D”) for the purpose of conducting real estate development business, etc. on September 7, 2005.

B. As of July 25, 201, a shareholder of the Company as of July 25, 201, as of July 25, 201, C is a listed stock of C’s total issued stocks as of July 25, 201. Of the 100,000 shares, 26,000 shares are Plaintiff B and C’s own shares. 50,000 shares were owned by D. (2) as of July 25, 2011, D’s total issued stocks are non-listed stocks as of July 25, 2011.

Of 20,000 shares, 10,200 shares were owned by Plaintiff B, and 9,800 shares were owned by Plaintiff A directly or by way of title trust.

(c) Article 360-2 of the Commercial Act that establishes a complete parent company through an all-inclusive share swap (1) The company may become a company that holds the total number of outstanding shares of another company (hereinafter referred to as the "full parent company") by means of an all-inclusive share swap in accordance with the provisions of this Sub-Section;

In such cases, such another company shall be referred to as "wholly owned subsidiary".

(2) The shares of a company becoming a complete subsidiary by an all-inclusive share swap (hereafter referred to as "share swap" in this Sub-Section) shall be transferred to a company becoming a complete parent company by means of a share swap on the date of such share swap, and the shareholders of the company becoming the said complete subsidiary shall become the shareholders of the relevant company by receiving the allocation of new shares to be issued by the company becoming the said complete parent company

1) C and D agreed that D will become a complete parent company C through an all-inclusive share swap on July 26, 2011. Accordingly, C and D need to calculate the value per share to be applied to share swap and capital increase with capital increase, and therefore, as above, C and D need to calculate the value per share to be applied to share swap and capital increase with capital increase.

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