Since it is recognized that the notice of tax payment received by the plaintiffs did not contain the kinds of and the basis for calculation of penalty tax, it is illegal to impose penalty tax.

In light of the fact that each tax payment notice received by the Plaintiffs does not include the type of and the basis for calculation of penalty taxes, and thus, the imposition of penalty taxes is unlawful, and the voting rights to the instant shares have been restricted, etc., it cannot be deemed that the acquisition of the instant shares was invalid or that the acquisition of the instant shares was not aimed at retiring.

Article 9 (Notice, etc. of Tax Payment)

2013Guhap3665

000 00 1

AA lent KRW 877,048,179 to each other.

(2) On April 27, 2007, the non-party company issued the instant shares from Plaintiffs, BB, and DD.

each purchase price after deducting the balance of each such loan from the balance of each such purchase price shall have been paid respectively.

Minutes of the Council on March 13, 2007

5. omitted

Bill No. 5: Cases of purchase of treasury stocks

50 et al.

Minutes of the Council on March 12, 2007

Classification: 2008 2009 2010

Interest costs 1,322 2,556 2,682 3,394

net income (loss) -3,168-5,766-7,322 204

(B) The details of the deduction are BB 0,000,000,000, Plaintiff 000,000,000,000, and DD

00,000,000 won, Plaintiff AA 00,000,000 won.

(3) At the time of purchase of the instant shares by the non-party company, BB amounting to approximately KRW 3.6 billion, and Plaintiff Maximum;

Accommodation shall have approximately KRW 20 million, DD shall have approximately KRW 5 billion, and Plaintiff A shall have approximately KRW 2 billion property.

At the time of the purchase of the instant shares, the non-party company was from Plaintiffs, BB, DD until the purchase of the instant shares.

Claims such as creation of a security or compulsory execution on his/her property to recover loans;

There was no particular measure for recovery.

(4) The annual interest cost and net income (loss) of the non-party company are as follows (unit:

In the meantime, the non-party company pays a total of approximately KRW 17.1 billion to shareholders at the beginning of 2007.

was implemented.

(5) Minutes of the board of directors relating to the acquisition of the shares of the non-party company of this case shall be March 13, 2007.

There are two (Evidence A 6) and March 12, 2007 (Evidence B 2). The main contents are as follows:

The same shall apply.

Minutes of the General Meeting of Shareholders (No. 16. 2007)

5. omitted

Bill No. 5: Cases of purchase of treasury stocks

The Speaker shall have requested the company to dispose of the shares held by the shareholders of BB and three others.

However, there is a absence in the ordinary shareholders' meeting at this time, during this year after the confirmation of the objection and the legal review.

The company will purchase the shares, and the shareholders will approve the shares of the company as a lump sum.

50 et al.

5. omitted

Bill No. 5: Purchase and retirement of common shares by profits (as for purchase of private shares)

shareholders BB and 3 other than those who requested the disposal of shares, shall have the interest in the 43th 2006 by the

The State shall purchase gold with the following and approve the retirement of them:

1. Class and total number of shares to be purchased: 388,210 common shares;

2. Total acquisition value of stocks to be purchased: 6,405,465,00 won;

(The total value of shares to be purchased may be changed depending on the actual price of acquisition)

3. The price of stocks to be acquired for retirement: 16,500 won;

4. Period during which it may be purchased: From April 1, 2007 to June 30, 2007.

50 et al.

(6) The general shareholders' meeting held on March 29, 2007 relating to the acquisition of the shares of the non-party company of this case

No. 7 of April 16, 2007 (No. 7) and July 10, 2007 by a notary public from a joint law office.

(3) each of the two certified shareholders' meeting minutes of each ordinary shareholders' meeting (hereinafter referred to as

minutes of the general meeting of shareholders certified on April 16, 2007 and certified on July 10, 2007

The main contents of the meeting minutes are as follows:

Minutes of the General Meeting of Shareholders (No. 10, 2007)

5. omitted

Bill No. 5: Purchase and retirement of common shares by profits (as for purchase of private shares)

The Chairperson shall, in the case of a shareholder BB and 3 other than the shareholder BB requesting the disposal of the shares,

purchase with the profits and explain that they should be retired, and sufficient questions and discussions between shareholders present.

After passing through, the parts of the shares are approved to be purchased and retired without any objection by all the following.

1. Class and total number of shares to be purchased: 388,210 common shares;

2. Total acquisition value of stocks to be purchased: 6,405,465,00 won;

(The total value of shares to be purchased may be changed depending on the actual price of acquisition)

3. The price of stocks to be acquired for retirement: 16,500 won;

4. Period during which it may be purchased: From April 1, 2007 to June 30, 2007.

50 et al.

(7) On the other hand, FF around 2005 3,421,009 shares of the non-party company as a whole.

The confirmation of shareholders' rights against the non-party company and EE on the ground that it is a de facto shareholder of 1,441,517 note (42.13%)

A lawsuit seeking a person, etc. was filed, and the lawsuit was destroyed and remanded by the Supreme Court twice or more, etc.

After the process, December 13, 2012 became final and conclusive.

[Reasons for Recognition] The entire statements and arguments in Gap evidence Nos. 3, 5, 6, 7, 8, 10, 12, Eul evidence Nos. 2, 3, and 4

purport of this chapter

B) Determination

(1) Article 17 (2) 1 of the Income Tax Act is due to the retirement of shares or the reduction of capital.

The value of money and other property acquired by a stockholder shall be necessary for the stockholder to acquire such stocks.

The amount in excess of the amount shall be deemed to have been distributed to the shareholders concerned.

former Commercial Act (amended by Act No. 10600, Apr. 14, 2011; hereinafter referred to as the "former Commercial Act")

§ 341. The corporation's account for its own account except when it is intended to retire its shares (as referred to in subparagraph 1).

Article 343-2(1) and (2) provide that the company shall not acquire the shares, and the company may retire the shares upon a special resolution at the ordinary meeting, and shall set the kind, total number, total amount of the shares to be purchased, total amount of the acquisition value and the period for the purchase of the shares in the resolution of the general meeting.

On the other hand, the shares are sold as a profit or loss transaction or as a capital transaction;

The amount of retirement or capital refund is a matter of interpretation of legal act, and the contents of the transaction.

Although it should be determined on the basis of the parties' intent, the principle of substantial taxation is merely applicable.

not dependent only on the contents or form of a contract, but also on the intent of a party and the conclusion of a contract;

(2) The court shall find and determine the whole process of the transaction, such as the determination of the price, the progress of the transaction

must be (see Supreme Court Decision 2008Du19628, Oct. 28, 2010).

(2) We examine the above evidence and the purport of the entire pleadings.

In light of the circumstances such as the foregoing, the non-party company has filed a suit for shares pursuant to Article 341 (1) of the former Commercial Act.

In order to refund the investment to the non-party company, the shares of this case from the plaintiffs

Since it is reasonable to see that the transfer gains of this case constitute the constructive dividend income.

Therefore, the plaintiffs' above assertion is without merit.

① The Plaintiffs, BB, and KK that Nonparty Company acquired the shares of this case.

The non-party company was an inevitable measure to recover the loan to the non-party company, so the non-party company retired its shares.

the corporation's rights not to acquire the shares of this case, but to exercise such rights;

section 341 of the former Commercial Code provides that the shares of this case were acquired in order to achieve

in exercising the rights of the corporation referred to in subsection (3) of this section, as may be necessary to achieve its objective

corporation is subject to compulsory execution, exercise of security right, etc. in order to enforce its rights;

corporation's own shares at auction or by auction only if there is no property other than the shares of the corporation

the debtor's insolvency is the corporation's own

insolvency of a company which claims acquisition of its own shares as a requirement to permit acquisition of shares;

The burden of proof exists (see, e.g., Supreme Court Decision 76Da1292, Mar. 8, 1977). The non-party company, at the time of acquiring the shares of this case, was the plaintiffs, BB, and DD's insolvent.

In addition, there is no evidence to prove that the non-party company is a major shareholder of the non-party company.

There is no measure to recover claims on the ground that the plaintiffs, BB, and DD are remaining between them.

As seen earlier, the Plaintiffs, BB, and DD have not taken any action (or, as described earlier).

The non-party company was holding property, and the plaintiffs and the non-party company acquired all of the shares of this case.

BB and DD with a total of approximately KRW 900 million after deducting the balance of each loan.

(C) The acquisition of the shares of this case is aimed at achieving its purpose in exercising the rights of the company.

It is difficult to regard it as "when it is necessary."

(2) Detailed details of the minutes (Evidence A) of the board of directors on March 13, 2007 shall be as to each agenda.

On the other hand, the minutes of the board of directors on March 12, 2007

(B) No. 2) The proposal (as referred to in subparagraph 5: the case of purchase and retirement of common shares by profits)

The audit report of the non-party company in 2006 is written and properly delivered.

According to the above, the company's financial statements can be approved by the board of directors of March 12, 2007.

In light of the above, the minutes of the board of directors meeting (No. 2) dated March 12, 2007 shall be the minutes of the board of directors meeting (No. 2) on March 13, 2007.

It seems that the content of minutes (No. 6) is more reliable than that of minutes.

3. On April 16, 2007, the minutes (Evidence A7) of the general meeting certified on April 16, 200 shall be related to the acquisition of the instant shares.

(1) The shares of this case are only indicated as the case of the purchase of the shares of this case.

It cannot be readily concluded that acquisition is not an acquisition for the purpose of retiring shares. Rather, July 10, 2007

Minutes of the approved general meeting (Evidence B) are highly reliable as seen earlier. The minutes of the certified general meeting (Evidence B) are March 12, 2007.

Article 343 of the former Commercial Act as well as corresponding to the contents of the minutes of the board of directors (Evidence No. 2)

-2. The contents of the minutes of the General Assembly (Evidence 7) certified on April 16, 2007 are not contrary to the contents of the minutes of the General Assembly (Evidence 7) certified on April 16, 2007, but are more concrete than the contents of the minutes of the General Assembly (Evidence 7) certified on April 16, 2007.

④ On July 10, 2007, the Plaintiffs were related to the preparation process of the minutes of the general meeting certified on July 10, 2007.

29. The head of a certified judicial scrivener office who has handled the modified registration affairs after the regular general meeting of shareholders is completed.

Part related to the purchase of treasury stocks among the minutes of the certified general meeting on April 16, 2007 is too form.

the purpose of the sale of shares can be an issue, and the purpose of the sale of shares can be an issue.

Inasmuch as the acquisition of non-owned shares can be invalidated, the minutes shall be prepared more specifically.

acquisition of its own shares with the advice of writing for the purpose of retirement

acquisition of the shares of this case for the purpose of stock retirement differently from the fact in order to prevent such stock from being

It is argued that the argument is stated as if it were, and this argument is without a consistent opinion.

5. From the standpoint of Nonparty Company and EE, as claimed by the FF in the lawsuit brought by the FF.

The EE’s equity interest is 53.87% (1,842,896 note/3,421,009 note) and FF

The equity interest in EE is 42.13% (1,441,517 note 1)/3,421,009 note) and a considerable threat to the management right of EE.

under this circumstances, the non-party company and EE shall secure the stable management right.

For this purpose, there is a high need to acquire the instant shares that amount to 11.35% (38,210 shares/3,421,09 shares) of the total issued shares and retire them.

6. The plaintiffs, BB, and DD are under circumstances in which the inheritance-related disputes arising by the FF arise.

The dispute shall be avoided and as soon as possible to be refunded their contributions.

I. Nonparty Company did not appear to have exceeded KRW 17.1 billion in total to the shareholders including the Plaintiffs in early 2007.

of this case, the plaintiffs and the lowest in return for the acquisition of the shares of this case.

We have paid approximately KRW 5.5 billion in total to DD, which is related to inheritance made by FF.

deemed to have been made in a series of processes to recover contributions in the event of a dispute.

c)in person;

7) After acquiring the shares of this case, the non-party company did not go through the procedure of retirement until now.

B. This action is brought by FF against the non-party company in 2005, such as confirmation of shareholders' rights.

On December 13, 2012, the acquisition of the shares in this case by the non-party company shall be deducted from the capital.

The total amount of capital has already been reduced on the financial statements, and the non-party company shall be treated as an item and

The same as the retirement of shares, such as restriction of voting rights to the shares of this case by acquiring shares of this case

In light of the fact that the non-party company has obtained the effect, the procedure for the retirement of the shares in this case formally.

The acquisition of the instant shares is null and void or the acquisition of the instant shares is subject to lawsuit on the sole ground that it did not go through.

It can not be viewed that the purpose was not each.

3) Determination as to whether the acquisition of the instant shares is null and void

As seen earlier, Article 341 subparag. 1 of the former Commercial Act provides for the acquisition of shares of this case.

The acquisition of treasury shares is effective as ‘the time to retire shares'. Accordingly, the plaintiffs' acquisition of treasury shares is accordingly.

The above argument is without merit.

3. Conclusion

The plaintiffs' claims are justified within the scope of the above recognition, and the remaining claims are justified.

Therefore, it is dismissed.

The director of the tax office of Luxembourg

August 13, 2013

October 17, 2013

1. The Defendant’s imposition of global income tax of KRW 000,000,000 on May 8, 2012 against Plaintiff 00 and the imposition of KRW 00,00,00,000, global income tax of KRW 00,000 on global income tax for the year 2007 against Plaintiff A shall be revoked.

2. The plaintiffs' remaining claims are dismissed.

3. Of the costs of lawsuit, 1/2 shall be borne by the Plaintiffs, and the remainder by the Defendant.

Defendant’s global income tax of KRW 000,000,000, for the year 2007, on May 8, 2012, Plaintiff 000

(including additional tax of KRW 000,00,000) and the class for which the disposition of imposition was made against Plaintiff A in 2007

The imposition of 00,000,000 won (including additional tax of 00,000,000) shall be revoked in full.

1. Circumstances of the branch office;

A.CC Co., Ltd. (hereinafter referred to as “CC”) is a company established for the purpose of export and import business, export and import agency business, and the Plaintiffs, BB, and DD are the shareholders of the non-party company, who were the major shareholders of the non-party company, and the EE, which is the major shareholders of the non-party company.

B. On April 27, 2007, the Plaintiffs, BB, and DD sold the shares of the non-party company (hereinafter collectively referred to as “the shares of this case”), which were owned by them as follows, to the non-party company, and reported and paid each transfer income tax on June 30, 2007. The Defendant: (a) deemed that the shares transaction of this case by the Plaintiffs, BB, and DD were deemed to have been fictitious due to the retirement of shares or the reduction of capital; and (b) on May 8, 2012, the Plaintiffs filed an appeal with the non-party company and the Plaintiffs, BB, and DD on May 8, 200 to the Plaintiff 00 for the global income tax of KRW 00,000 (including additional tax of KRW 00,000,000) for the global income tax of KRW 00,000 for 207,000,0000, respectively; (c) however, the Plaintiffs were dissatisfied with the appeal 201.21.21.

E. On May 2013, the Defendant deemed that the share of this case was owned by the shareholders of the non-party company, EE, the Plaintiffs, BB, and DD, and accordingly, the Defendant’s 41,743 out of the shares of this case was pending the argument of this case, and subsequently corrected the disposition of the Plaintiff AA to KRW 00,000,000 (including additional tax of KRW 00,000,000).

[Based on recognition] Gap evidence Nos. 1, 2, and 3 (including branch numbers; hereinafter the same shall apply), Eul evidence Nos. 1 and 5, and the purport of the whole pleadings

2. Whether the dispositions of the instant case are legal.

A. The plaintiffs' assertion

1) In the instant disposition, the Defendant merely stated the total tax base and the calculated tax amount with respect to the principal tax in the notice of tax payment, but did not state the basis for calculation or the tax rate, and did not attach a separate statement of calculation, etc. In addition, only stated the amount of additional tax with respect to the additional tax, but did not state the type of and the basis for calculation of the additional tax. Therefore, it is unlawful tax disposition based on an unlawful tax payment notice.

2) The non-party company received a claim for purchase of the instant shares from the Plaintiffs, BB, and DD, and first lent the instant shares as collateral. However, the non-party company was found not to fall under the grounds for the request for purchase of shares, and thereafter, intended to recover the said loan, but it was difficult to recover the loan, and thus, it was inevitable to achieve the purpose of the company’s exercise of its rights, and it was not acquired for the purpose of stock retirement. Thus, the instant disposition was unlawful.

3) If the above inevitable reasons are not recognized, the acquisition of the instant shares by the non-party company shall be deemed null and void by the acquisition of treasury shares that are not permitted by the law. Thus, the instant disposition is unlawful.

B. Relevant statutes

The entries in the attached Table-related statutes are as follows.

C. Determination

1) Determination as to whether a tax payment notice has a defect

A) Principal tax portion

Article 9(1) of the National Tax Collection Act provides that “The head of a tax office intends to collect national taxes shall issue a tax payment notice stating the relevant tax period, tax item, basis for calculation thereof, and place of payment.” The provisions on the tax payment notice under the National Tax Collection Act and the individual tax-related Acts also accept the principle of due process and the basic principles of the Administrative Procedures Act in the area of taxation, and ensure the fairness of tax administration and the convenience of filing objections by having the tax authorities exclude the arbitrary and reasonable taxation. In addition, these provisions should be deemed to be compulsory provisions in light of the fact that the Plaintiffs’ determination of the tax base and calculation basis of the relevant principal tax are not clearly stated in the above tax payment notice. In light of the above legal principles, even if the tax payment notice does not provide for separate provisions on individual tax payment notice, it is unreasonable for the Plaintiffs to have stated that the tax payment notice should be included in the calculation basis of the total tax amount, and thus, it cannot be deemed that the grounds for imposition of additional tax is unlawful unless otherwise stated in the aforementioned provision on individual tax payment notice.

2) Determination as to whether the acquisition of shares for the purpose of stock retirement

A) Facts of recognition

(1) On June 28, 2006, between the plaintiffs and BB, and DD, the non-party company was due on December 31, 2006 for each of the shares of this case as collateral and paid to BB for each of the shares of this case, KRW 3,856,438,288, KRW 1,225,065,509, KRW 87,048,179, and KRW 87,048,179 for DD, with each of the shares of this case as collateral;