Whether notice of change of income amount and disposition of corporate tax are illegal under the premise that the corporate entity has been abused;

The plaintiff's assertion that the disposition of imposing corporate tax is unlawful, on the premise that the corporate personality of the plaintiff corporation is denied, or that the shareholders abuse the corporate personality of the plaintiff corporation is illegal.

Article 67 (Disposition of Income)

Article 4 (Gift Tax Payment Liability) of the former Inheritance Tax and Gift Tax Act

2014Guhap445 Revocation, etc. of Disposition of Corporate Tax Imposition

00000 Other four persons

000 Other two persons

April 6, 2016

on October 25, 2016

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Cheong-gu Office

1. Defendant Aaa Tax Director:

A. As to Plaintiff BB Development Co., Ltd., the notice of the change in the amount of income of KRW 1,356,571,333 as of December 2, 2013, and the disposition of imposition of corporate tax of KRW 393,293,571 as of January 2, 2014;

B. Disposition imposing gift tax of KRW 58,644,130 on Plaintiff CC on January 2, 2014;

(c) imposition of gift tax of KRW 20,740,530 on Plaintiff CC on January 6, 2014, KRW 20,740,530, 201;

(d) imposition of KRW 96,433,200 on Plaintiff CC on January 2, 2014, as gift tax of KRW 96,433,200 on:

1) According to Gap evidence No. 5-7, this seems to be a clerical error in KRW 395,816,800.

2) According to the evidence No. 5-2, the above disposition imposing gift tax was made by the director of the tax office having jurisdiction over the disposition, and it seems that the Plaintiff’s entry of the other party to the revocation of the above disposition as Defendant Aaa-2 was made by mistake.

each cancellation or alteration of this chapter.

2. The director of the District Tax Office shall:

(a) On January 2, 2014, the gift tax of January 2, 2011, which was jointly and severally with Plaintiff cC for Plaintiff e

58,644,130 won;

B. On January 2, 2014, the gift tax in 2011, jointly and severally with Plaintiff CC on January 2, 201

96,433,200 won:

each cancellation or alteration of this chapter.

3. On January 6, 2014, the Director of the District Tax Office revokes or amends the disposition of imposition of KRW 20,740,530 of the gift tax in 201, jointly and severally with Plaintiff CC regarding Plaintiff Gg.

1. Details of the disposition;

A. Purchase of land by Plaintiff BB Development Corporation

Plaintiff BBB Development Co., Ltd. (former trade name: iiii. bb. hereinafter referred to as “Plaintiff BBB”) shall be from KRk Co., Ltd. on July 14, 2003 to 1 through 7

Each of the lands listed above (hereinafter referred to as the "land Nos. 1 through 7 of this case") shall be purchased in 798,731,200 won, and each of the registration of ownership transfer is completed on July 15, 2003.

B. Conclusion of a contract for the sale of stocks and land

1) At the time of November 11, 2010, Plaintiff BB held 75,00 shares, 28,500 shares, hh HH’s 26,500 shares, hhh’s 26,500 shares, 6,000 shares, and nn’s 14,00 shares.

2) The Plaintiff on November 11, 2010 between Hh, Ll and Plaintiff E, as well as the Plaintiff on November 11, 2010

A sales contract (No. 10-3) has been prepared to sell 90% of the shares of Plaintiff BB to Plaintiff e, and hhh sells to Plaintiff e each of the lands listed in Schedule 8 and 9 (hereinafter referred to as “instant No. 8 and 9”) but a sales contract (No. 10-3) with a total of KRW 2,300,000,000,000 for share purchase and sale price of the land (hereinafter referred to as “the sales contract of this case”).

3) On January 22, 2011, among Plaintiff BB’s shares in Plaintiff BBB, 22,50 shares were changed to Plaintiff E’s name, 33,750 shares under Plaintiff BB’s name, and 11,250 shares were changed to Plaintiff CC’s name under Plaintiff BC’s name. The shares held by Plaintiff BB BB before and after the transfer are as listed below.

4) The land Nos. 8 and 9 of the instant case was registered in the name of Hh. On January 25, 2011, the registration of ownership transfer was completed on January 13, 2011, respectively.

C. Conclusion of a sales contract between Plaintiff Bbb, c and ooo Environment Corporation, dggg Co., Ltd.

1) On June 15, 2012, Plaintiff BB, Inc. (hereinafter referred to as “Oo environment”) and Ddggg Co., Ltd. (hereinafter referred to as “dggg”) in the instant case

Of the lands Nos. 1 through 7, 1/2 shares, and Plaintiff C sold the instant land Nos. 8 and 9 to Hong Fwing on the same day. The total purchase price for the instant land Nos. 1 through 9 was set at KRW 3,100,000, and among them, the purchase price for the instant land Nos. 1 through 7 was set at KRW 2,834,596,80.

2) On July 30, 2012, the registration of ownership transfer was completed on the ground of sale on June 15, 2012, with respect to each one-half share of each of the instant lands Nos. 1 through 7.

3) As to the land Nos. 8 and 9 of the instant case, the registration of ownership transfer was completed on July 30, 2012 due to the sale on the same date in the yy future.

D. Plaintiff BB’s return of corporate tax for the business year 2012 of 2012 filed a return of KRW 3,100,000,000 (the value transferred to Doo environment, dgg) as profits from the disposal of tangible assets at the time of filing a return of corporate tax for the business year 2012, with Plaintiff BB’s return of KRW 2,385,610,983 (the sum of the expenses related to the acquisition of the said shares and land) as deductible expenses of KRW 2,30,00,000 (the sum of the expenses related to the acquisition of the said shares and land from hhh and hh) after deducting Plaintiff B’s shares and KRW 8,300,00 from the value purchased the said shares and land in KRW 714,389,017, the corporate tax was paid KRW 45,228,91.

E. Notification of change in income amount and imposition of corporate tax against Plaintiff BB

Aa The Director of the Tax Office, on January 2, 2014, imposes a tax of KRW 58,644,130 on Plaintiff e gift tax.

On January 2, 2014, from 2,834,596,80 to 2,831,200 to 2,831,200 won (the amount calculated by adding the design cost of KRW 30,00,00 to 798,731,200) for each of the above lands acquired at the price of each of the above lands in 2,834,596,80 to the transfer price of each of the above lands of KRW 58,64,130 on January 2, 2014, the amount of KRW 2,05,865,60 was determined as gains from transfer of each of the above lands after deducting the price of each of the above lands acquired at KRW 828,731,20 (the price of the land purchased at KRW 798,731,200,00) from the price of each of the above lands in 2,834,59,683 won (=the de facto management manager of Plaintiff B).

The amount of KRW 1,356,571,33 in total, including KRW 40,00,000, KRW 25,094,750, and KRW 25,094,750, was disposed of as a bonus to Plaintiff CC. On December 2, 2013, Plaintiff BB notified the change in income amount of KRW 1,356,571,333 in bB, and on January 2, 2014, notified the change in income amount of KRW 395,816,80 in total.

(f) a disposition imposing gift tax on Plaintiffs e, gg, fff, and c;

On the other hand, according to Articles 4(5) and 45-2(1) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 13557, Dec. 15, 2015; hereinafter referred to as the "former Inheritance Tax and Gift Tax Act"), the head of a Aada Tax Office and the head of a DDB Tax Office deemed that Plaintiff CC was a de facto manager manager of Plaintiff e, ggg, and f, and imposed gift tax on Plaintiff e, ggg, and f, as described in the table 2, and upon Plaintiff CC designated Plaintiff c as a joint and several taxpayer for each of the above disposition of gift tax and imposed gift tax.

G. Plaintiffs’ tax appeal

The Plaintiffs were dissatisfied with the notice of change in the amount of income to Plaintiff BBB by the Director of the Tax Office and the notice of the imposition of corporate tax on Plaintiff e, e, gg,fff, and cC, and filed an appeal with the Director of the Tax Tribunal on March 5, 2014 (hereinafter referred to as “each of the instant dispositions”). However, the said claim was dismissed on September 18, 2014.

[Ground of recognition] Facts without dispute, Gap evidence 1 through 8, Gap evidence 10-3, Eul evidence 1 through 4 (including each number), the purport of the whole pleadings

2. Whether each of the dispositions of this case is legitimate

A. The plaintiffs' assertion

1) 피고들은 원고 ccc이 원고 bbbb의 주식 중 원고 eee, ggg, fff 앞으로 명의개서된 주식의 실제 소유자이자 원고 bbbb의 사실상 경영지배자라3) 이 사건 소 제기 이후 국세청과 그 소속기관 직제 시행규칙(2014. 4. 1. 기획재정부령 제421호) 별표 2의 시행으로 종전에 aaa세무서의 관할구역이었던 00시 00구, $$구가 kdd세무서의 관할구역으로 이전되면서 원고 eee에 대한 증여세부과처분의 관할관청이 피고 kdd세무서장으로 변경되었다.

4) As seen in Note 3, the competent authority of the disposition imposing gift tax on Plaintifffff was changed to Defendant Dod Director of the Tax Office due to the change of jurisdiction.

Under the premise, the Plaintiff disposed of KRW 1,356,571,33 as a bonus to Plaintiff CC, and then notified the change in the amount of income to Plaintiff BB. On the other hand, Plaintiff Ee, ggg,fff, and cc pursuant to the former Inheritance Tax and Gift Tax Act’s legal fiction of title trust.

However, in order to operate a waste business, Plaintiff CC is not a de facto manager of Plaintiff CBB, and Plaintiff e shall borrow KRW 690,000,000 from Plaintiff CC and KRW 900,000,000 from Plaintiff FF to acquire the shares of Plaintiff bB and the shares of Plaintiff 8 and the land of this case, and Plaintiff e is an actual owner of the shares, the entry of which is changed in the name of Plaintiff eee, e, ggg, andfff. However, Plaintiff e shall complete the registration of ownership transfer of the shares of this case with respect to the 8 and 9 land of this case to Plaintiff cC under the pretext of transfer for the above loan.

Therefore, each disposition imposing corporate tax on Plaintiffs e, e, gg,fff, and cC, on different premises, is unlawful.

2) If Plaintiff CC acquires 67,500 shares of Plaintiff E, e, fff, and gg on January 22, 2011, as alleged by Defendant CC head, he/she shall be deemed to have become an oligopolistic shareholder pursuant to Article 47 subparagraph 2 of the Framework Act on Local Taxes by acquiring 90% of Plaintiff BB shares at this time, and thereby becoming an oligopolistic shareholder pursuant to Article 7 (5) of the former Local Tax Act (amended by Act No. 12153, Jan. 1, 2014; hereinafter referred to as the “former Local Tax Act”), not Plaintiff BBB, but Plaintiff CC acquired 1 through 7 real estate of this case on January 22, 201, and thus, Plaintiff CC sold the shares of this case from Plaintiff CC 1 to 2012.

Therefore, the amount of proceeds from the disposal of the land of this case is about KRW 2,834,00,00,000, which is the amount of the sale of the land of this case 1 through 7 to oo environment and dys containers by Plaintiff Cc, which is about KRW 2,30,000,000, which is the amount of the purchase of the land of this case from hhh and l kilograms, and KRW 534,00,00,000, which is about KRW 1,471,00,00, which is the amount of the sale of the land of this case to hhh and dys containers. Accordingly, the head of the tax office imposed the acquisition tax on the land of this case on the Plaintiff Cc, and the disposal of the transfer income tax on the land of this case is about KRW 534,00,00, KRW 1,471,000, KRW 70,000.

3) On November 11, 2010, Plaintiff BBB’s management manager of each of the above lands was hhh and hbbb, which is between the husband and wife. At the time, mbb’s shareholder was hh and hbbb’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s son’s her son’s son’s son’s bbb.

B. Relevant statutes

It is as shown in the attached Form.

C. Determination

1) Whether Plaintiff CC is a de facto manager of Plaintiff BBB and the actual owner of shares in the name of Plaintiff ee, gg and fff

In light of the following circumstances in which evidence Nos. 4, 12 and evidence Nos. 4, 5, 6, 8, 9, and 10 (including each number), each statement of evidence Nos. 4, 5, 6, 8, 9, and 10 (including each number) showed the overall purport of the pleadings, it is reasonable to deem that Plaintiff CC purchased 67,50 shares of Plaintiff bbb from hh, lamp and has title trust the shares of Plaintiff e, ggg, and f, and that Plaintiff CC is a de facto management manager of Plaintiff bbb, and that the transfer margin accruing from the sale of land Nos. 1 through 7 of this case was actually attributable to Plaintiff c.

Therefore, pursuant to Article 67 of the Corporate Tax Act and Article 106 (1) 1 (b) of the Enforcement Decree of the same Act, the director of the tax office of defendant Aada has disposed of the profits from the disposal of the land of this case 1 through 7 to the plaintiff C pursuant to Article 67 of the Corporate Tax Act and Article 106 (1) 1 (b) of the Enforcement Decree of the same Act, 1,356,571,333 won (the plaintiff BB does not dispute the portion of the above notice of change in the income amount with respect to 40,00,000,000,000,000,000,000, and 25,094,75,000,000,000,000 won, including the profits from the disposal of the land of this case 1 through 7,291,476,5733 won, the corporate tax is imposed, the director of the tax office of defendant Ada, and the director of the tax office of defendant D.

A) The seal of Plaintiff CC is affixed to the name of Plaintiff E, the assignee column of the instant sales contract, and the seal of Plaintiff CC is affixed thereto.

B) Although Plaintiff e claimed that Plaintiff e borrowed money from Plaintiff cc and Plaintiff f and purchased Plaintiff bb’s shares and land of this case from hh, kh, and hb, Plaintiff e purchased the shares and land of this case, there is no evidence to acknowledge such loan, and Plaintiff e or Plaintiff gg has not paid the shares and land purchase price to hh and lg.

C) According to the instant sales contract, according to the buyer’s sales contract, KRW 230,00,000,000 for the buyer’s intermediate payment of KRW 570,000 on November 11, 2010, and the intermediate payment of KRW 570,000 on December 10, 2010, each of the remainder of KRW 1,500,000 shall be paid on January 11, 201, and KRW 300,000,000 out of the remainder of the remainder shall be paid to the seller to the Nonghyup Bank, and the buyer shall be deemed to have agreed in lieu of the payment.

On November 12, 2010, Plaintiff C transferred KRW 230,000,00 in the name of Plaintiff BBB’s shares and the down payment for the land of this case 8, 9, to the deposit account in the name of Lll, and transferred KRW 270,00,000 in the intermediate payment on December 14, 2010.

On January 12, 201, Plaintifffff (Plaintifffff was living in a PP apartment located in cc and 00,000 c and 00 c and 123 c and 123 c and 46-15 c and 400,000 c and c. c. c. c. c. c. c. c. c. 20,000 and 400,000 c. c. c. c. c. c. c. c. c. c. c. c. c. c. 20,000 and r. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c. c.

As above, KRW 1,700,000 out of the sales price of the instant sales contract was paid from the deposit account in the name of Plaintiff CC or the deposit account in the name of Plaintiff CC, and from the deposit account in the name of the company run by Plaintiff CC (300,000,000 out of the sales price of the instant sales contract and the remaining KRW 300,000,000, excluding KRW 1,700,000,000, excluding KRW 2,300,000 and KRW 1,70,000,000 from the deposit account in the name of Plaintiff CC, and KRW 30,00,000 from May 2, 2012).

D) On November 11, 2010, Plaintiff bB’s shares 67,500 shares of Plaintiff bB and the other party selling the instant shares 8,90 shares and the instant shares ccc, the Plaintiff filed a lawsuit against Defendant cC seeking payment of KRW 300,000,000 unpaid out of the purchase price of the instant sales contract under the premise that the other party selling the instant shares bbB and 8,90 shares was Plaintiff ccc. In the instant lawsuit, Plaintiff cC did not dispute the cancellation of the instant sales contract on the ground that it was the buyer of the instant sales contract. The said court ordered Plaintiff cC to pay KRW 300,000 unpaid purchase price to Plaintiff hh as the succeeding intervenor and the Plaintiff c had not been finally determined by the said judgment around the time when the said judgment became final and conclusive.

E) At the time when Plaintiff BB sold the land Nos. 1 through 7 too environment, and to dices, Plaintiff CC led to the decision of the purchase price and the decision of the fee payment for the real estate intermediaries.

F) The Plaintiff CC paid wages to x, who is an employee of Plaintiff e, fff, and Plaintiff bbb, in the deposit account in its own name.

G) In the course of the settlement of accounts of Plaintiff BB, Plaintiff CC signed the documents prepared on March 28, 2013 regarding the disposal of unpaid expenses, etc. and the method of handling interest-generating expenses on provisional payments.

H) (1) Oro environment and DDR deposited KRW 3,100,000 for the purchase price of the land of this case and KRW 3,100,000,000 for the deposit account of Plaintiff BB as listed in the table 3 as follows. The details that the money was paid out of the above account are as listed in the table 3. Of them, KRW 2,192,00,000 for the bank account of Plaintiff BF, and KRW 50,00,000 for the bank account of Plaintiff CC.

(2) 원고 fff의 하나은행 예금계좌에서 2012. 4. 18.부터 2012. 10. 12.까지, 원고 ccc의 예금계좌로 합계900,000,000원, 원고 ccc이 실질적으로 사용.관리하는 원고 fff 명의의 동양증권 예금계좌로 500,000,000원, 원고 ccc이 대표이사로 있는 rrrr 주식회사의 예금계좌로 380,000,000원 등 합계 1,780,000,000원이 지급되었다(<표 4>의 출금내역 중 '★' 표시가 된 각 금원은, 원고 fff 명의로 출금의뢰서가 작성되었으나, 위 출금의뢰서의 원고 fff 이름 옆에 원고 ccc의 인장이 날인되었다).

(3) In light of the details of the deposit and withdrawal in each of the above deposit accounts, at least KRW 1,780,00,000 out of the sales amount received by Plaintiff bb by selling the land of this case inoo environment, dg, and dg, appears to have been reverted to Plaintiff c.

2) Whether Plaintiff CC should be deemed to have purchased the land of this case 1 through 7

Article 7(5) of the former Local Tax Act provides that when an oligopolistic stockholder becomes an oligopolistic stockholder pursuant to Article 47(2) of the Framework Act on Local Tax by acquiring a corporation’s stocks or shares, the oligopolistic stockholder shall be deemed to have acquired the real estate, etc. of the relevant corporation. The purport of the above provision is that the oligopolistic stockholder of the relevant corporation becomes an oligopolistic stockholder, who is in a position to dispose of or manage and operate the relevant corporation’s assets in fact, and is not much different from the direct possession of the relevant assets, so in this regard, it is deemed that the oligopolistic stockholder has a tax-bearing capacity, and thus, the provision for imposing acquisition tax by deeming the oligopolistic stockholder as having acquired the corporation’s assets (see Supreme Court Decision 92Nu1138, May 24, 1994). This cannot be viewed as the grounds for deeming the person who has enjoyed the land disposal benefits by selling the land after purchasing the land of this case, as alleged by Plaintiff BBB.

Therefore, on different premises, the above assertion by the Plaintiff BBB is without merit, and it is deemed that, after Defendant BBB purchased the land of this case from the Plaintiff BBBC Co., Ltd. and sold the land of this case tooo environment and Dgg, that there was a disposal profit to Plaintiff BBB. It is legitimate to include this in the gross income and impose corporate tax.

3) Whether the plaintiff BB denies the legal personality of the plaintiff BB

If a company maintains the external form of a juristic person, but actually takes the form of a juristic person, and it is used without permission for the purpose of avoiding the application of laws against the person behind the corporate personality, it shall not be permitted against justice and equity as an abuse of corporate personality in violation of the principle of trust and good faith, and therefore, it shall be deemed that the liability for the act of the person behind the corporate body can be borne by the company as well as the person behind the corporate body, even though it is an act of the company without permission for the purpose of avoiding the application of laws against the person behind the corporate personality. If it appears that the company is merely an individual enterprise behind the corporate personality, it shall be determined on the basis of the point of time when the juristic act or factual act at issue is conducted, and it shall be determined individually by the law and the system provided for in the articles of incorporation, such as whether it is difficult to distinguish between the company and the person behind the corporate body, whether it is a juristic person or not, and whether it is an abuse of corporate personality of the person behind the corporate body, as well as the degree of the company’s trust and status.

In light of the above legal principles, even if the shareholder of bbb was only hh, l, and his family at the time of the conclusion of the instant sales contract, each of these circumstances and the statements of 3-1, 10-1, 10-4, can not be deemed that the combination of serious assets between bbb, hh, and hh, and ll was conducted to the extent that the plaintiff bbb was dissolved and that the corporate entity was denied. Thus, it is difficult to view that the plaintiff bbb was merely a private enterprise that is entirely behind the corporate entity of hhh, h, and lll because it was merely a private enterprise that the plaintiff bbb is merely a private enterprise of hh, h, and lll in the corporate entity of bbb.

In addition, in order to deny the legal personality of Plaintiff BBB for the reason of abuse of legal personality, there is a legal personality in which Plaintiff BBB uses the legal form of Plaintiff BBB as a means of avoiding the application of the law to itself.

The act of use should be recognized, and even if the contract of this case was concluded for the sale of the land owned by the plaintiff bbb to the defendant cc in fact by the plaintiff bb's shareholders, it cannot be deemed unlawful in itself. Thus, the circumstances alleged by the plaintiff bbb and the statements stated in No. 3-1, No. 10-1, and No. 10-4 are insufficient to view that the plaintiff bbb abused the corporate personality of the plaintiff bb, and there is no other evidence to acknowledge this otherwise.

Therefore, under the premise that Plaintiff BB’s corporate personality is denied, or that Hh and LBB abused Plaintiff BB’s corporate personality, Plaintiff BB’s assertion that the notice of change in the income amount of Plaintiff BB and the disposition of imposing corporate tax is unlawful is without merit.

3. Conclusion

Therefore, the plaintiffs' claim of this case is dismissed as it is without merit. It is so ordered as per Disposition.

The decision shall be rendered as above.