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1. Revocation of a judgment of the first instance;
2. All plaintiffs' claims are dismissed.
3. The plaintiffs' total costs of litigation.
Reasons
1. Details of the disposition;
A. C Co., Ltd. (hereinafter “C”) is an unlisted corporation of 6.1 billion won in capital, which was established on September 6, 1978 and operates the manufacture and sale of vessel parts, and is managed by D, the father of the Plaintiffs.
B. On March 30, 2005, E (hereinafter “E”) is a corporation established by F, who is an individual, D and C employee (the capital amount is KRW 50 million at the time of its establishment, KRW 250 million, KRW 250 million, and KRW 100 million, respectively) with intent to engage in construction business.
C. C transferred its business department and design department to E on January 1, 2006, but merged E on September 1, 2008 (hereinafter “instant merger”). D.
The Plaintiffs acquired shares of E from D and F in 2006, and owned 50% of the shares of E, respectively. At the time of the merger of this case, each of the shares of 1,375,000 shares was issued as new shares for merger.
The following table shall apply to the changes in the equity ratio of each shareholder of C before and after the merger of this case.
Plaintiff A 1,045,770, Nov. 45, 770, 770, and 764, Aug. 37, 590, Plaintiff B 764, 590, Aug. 37, 200, 190, 421, 910. - 6,421, 921, 910. 74.05 Plaintiff A 1,045, 775, 375,002, 139, 59018.01 (hereinafter referred to as “G”).
900,000.9.86 - 900,000.7.57 Total 9,132,270.0 2,750,000 11,882,270.0
E. As a result of the investigation of corporate tax for the business year from October 25, 2010 to December 10, 2010 with respect to C, the Commissioner of Busan Regional Tax Office: (a) established E and transferred C’s business division, etc. to E; (b) transferred the instant merger after two years and eight months after the instant merger (hereinafter “instant transaction”); (c) the instant transaction constitutes donation under Article 2(3) and (4) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 11609, Jan. 1, 2013; hereinafter “Inheritance Tax Act”); and (d) the Plaintiffs were the existing shareholders of C.