Plaintiff 1 and one other (Attorney Min Byung-hun, Counsel for the plaintiff-appellant)

Head of Yongsan District Tax Office and one other (Government Law Firm, Attorney Kim Young-jin, Counsel for the plaintiff-appellant)

September 2, 2016

Seoul Administrative Court Decision 2012Guhap3699 decided July 3, 2015

1. All appeals filed by the plaintiffs are dismissed.

2. The costs of appeal are assessed against the Plaintiffs.

The judgment of the court of first instance is revoked. The imposition of gift tax of KRW 43,072,88,030 (including penalty tax of failure to file a report; KRW 7,69,279,279,882); and the penalty tax of failure to file a report; KRW 7,65,719,950 (including penalty tax of failure to file a report; KRW 6,698,726,57); and the imposition of gift tax of KRW 37,65,719,950 (including penalty tax of failure to file a report; KRW 8,761,080,357); and penalty tax of failure to pay; KRW 6,698,726,57,57, which was imposed upon Plaintiff 1 on August 10, 2011 by the director of the tax office of first instance shall be revoked.

1. Details of the disposition;

A. From May 1978 to the date, Nonparty 1 was the majority shareholder and the president of a lot tourist development corporation (which acquired the former Ado Tourism Development Corporation and changed the name of the corporation to the lot tourist transportation corporation, lot tourist development corporation, etc.; hereinafter referred to as “shot Tourism Development”). In addition to exercising overall control over the company’s business, Nonparty 1 is the person who is working as the president of a lot tourist development affiliated company, such as lot tourist corporation, Dongsung duty-free shop, Dongcheon New Industries corporation, Dongcheon Investment Development Corporation, etc., and the plaintiffs are the children of Nonparty 1.

B. On May 1, 1978, Nonparty 1 filed a report on the change of stocks under the Corporate Tax Act with the competent tax office that Nonparty 1 owned 25,075 shares (29.5%) as of 1 May 1, 1978, Nonparty 1’s wife Nonparty 4, Nonparty 8,500 shares (10.0%), Nonparty 5’s wife Nonparty 1, Nonparty 10,625 shares (12.5%) Nonparty 6, Nonparty 8,50 shares (10.0%), Nonparty 7’s 16,150 shares (19.0%) and Nonparty 8’s 16,150 shares (19.0%) at the competent tax office.

Since then, around March 1991, Nonparty 3: (a) obtained shares of Nonparty 6,960 shares whose number of shares has changed due to capital increase and par value change; and (b) Nonparty 2 acquired shares of Nonparty 5,640 shares each due to changes in the number of shares due to the same circumstance around March 1994; and (c) prepared and submitted a detailed statement of changes in shares at the competent tax office (hereinafter “instant shares”) (including the shares of Nonparty 2 and Nonparty 3 as well as the shares added thereto).

C. From May 198 to August of the same year, the National Tax Service conducted an investigation into the situation of changes in stocks with respect to the development of tourist and its affiliated companies, and on December 22, 1998, the submission of a report on the change in the name of the actual owner of Nonparty 1, stating that “the instant shares were trusted in title by Nonparty 1 to Nonparty 3 and Nonparty 2, and are converted to Nonparty 1’s name as of December 1, 1998.”

D. However, around September 2004, the Seoul Central District Court 2004Gahap78382, brought a lawsuit seeking the return of the shares of this case against the plaintiff and the non-party 2 and the non-party 3 as the plaintiff. The non-party 1 did not submit a written response in the lawsuit above, and the judgment was rendered in favor of the plaintiffs on December 4, 2004, and thereafter the name of the shares was changed to the non-party 2 and the non-party 3 in the shareholders' records managed by the re-major team within the Tourism Development. In addition, around December 1, 2004, the notary public received the non-party 3 shares from the Hyundai Joint Law Office to the effect that "the non-party 3 shares were transferred from the plaintiff 2 to the non-party 1 on March 1, 191, the non-party 3's promise and the non-party 2's shares were transferred from the non-party 1's office in the name of title trust of this case.

E. The lot tourism development was listed on June 8, 2006. The Seoul regional tax office conducted a tax investigation on the lot tourism development from April 22, 2008 to July 3, 2008, and Nonparty 1 had already donated the instant shares to the Plaintiffs around 1978, and submitted the said commitment, Plaintiff 2, as a shareholder on March 1, 1991, and Plaintiff 1 as a shareholder on March 9, 1994 (hereinafter “instant list”), and share certificates, respectively.

Accordingly, in accordance with the instant list, the tax authority: (a) deemed that Nonparty 1 donated the instant shares to Plaintiff 2, around 1991, and around 194, the tax authority imposed gift tax only on the shares issued for capital increase for which the exclusion period of imposition has not yet lapsed on the Plaintiffs; (b) subsequently, Nonparty 1 submitted an application for rectification of the title to correct the instant shares in the name of the Plaintiffs on July 9, 2008, which was Nonparty 2 and Nonparty 3, in the name of the Plaintiffs; and (c) reported it to the Korea Securities and Futures Exchange on the same day; and (d) on July 14, 2008, the real share certificates were deposited into the Plaintiffs’ name investment securities account

F. Seoul Regional Tax Office: (a) conducted a tax investigation again for the development of tourism from April 18, 201 to July 1, 201; (b) (c) the time when the plaintiffs received shares of this case (amended by Presidential Decree No. 24358, Feb. 15, 2013; hereinafter the same shall apply) 23(2) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 24358, Jul. 9, 2008; hereinafter the same shall apply); (d) the amount of penalty tax imposed on the plaintiff 1; (e) the amount of penalty tax to be imposed on the plaintiff 2; (e) the amount of penalty tax to be imposed on the plaintiff 1; and (e) the amount of penalty tax to be imposed on the plaintiff 2; (e) the amount of penalty tax to be imposed on the plaintiff 1; and (e) the amount of penalty tax to be imposed on the plaintiff 3,096,7961.7.

G. Meanwhile, the Defendant issued the instant disposition against the Plaintiffs, and filed an accusation against Nonparty 1 with the prosecution under the suspicion of evading gift tax, and Nonparty 1 was prosecuted on the ground of violating the Act on the Aggravated Punishment, etc. of Specific Crimes (Seoul Central District Court 2012Gohap261), and the details of the indictment are as follows.

Although Nonparty 1, in the main text, filed a false claim for the return of shares under the name of Nonparty 2 and Nonparty 3, and submitted to the National Tax Service false certificates, the list of this case, and share certificates, etc., the instant shares were owned by Nonparty 1, and on July 14, 2008, the instant shares were 987,000 shares (total market price of KRW 38,418,975,000) among the shares 1,85,000 (total market price of KRW 33,786,90,000) were donated to Plaintiff 1, the Plaintiff 1,868,00 shares (total market price of KRW 333,786,90,000) were donated to Plaintiff 2 without filing a return on the tax base and payable amount under the Inheritance and Gift Tax Act as if the Plaintiffs were the real name of each real owner, it was considerably difficult to impose or collect gift tax by fraudulent or other unlawful means 406,74,008.

On January 25, 2013, the court of first instance refers to the act of filing a lawsuit claiming the return of shares in the name of Nonparty 2 and Nonparty 3 around September 24, 2004, and submitting the false list, share certificates, etc. with Nonparty 2 and Nonparty 3 in the tax investigation around April 2008. Of this, the lawsuit claiming the return of shares is merely the preliminary stage of crime, and it is still revealed in the Seoul Regional Tax Office’s tax investigation in 2008, and its continuity has been severed. Thus, the core of the facts charged in this case is that “the list and share certificates were submitted to the Seoul Regional Tax Office on April 23, 2008,” and it is not sufficient to prove that Nonparty 1 submitted the false list and share certificates to Nonparty 2 from around 204 to about 308, 200.

Therefore, the prosecutor appealed (Seoul High Court 2013No514) and the second instance court dismissed the prosecutor's appeal to the same effect as the reasons for the first instance judgment on February 5, 2015, and the prosecutor appealed again (Supreme Court 2015Do3483).

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 5, 7, 8, 10, 11, Eul evidence Nos. 3 through 6, 9, 10, and 12 (including paper numbers, hereinafter the same), the purport of the whole pleadings

2. Whether the disposition is lawful;

A. The plaintiffs' assertion

(1) The details of Nonparty 1’s donation of the instant shares to the Plaintiffs and the preparation of the instant list

Around May 1978, Nonparty 1: (a) transferred the shares of Hanjin Tourism Development to the Plaintiffs; and (b) the Plaintiffs did not reach the age of 7,8; (c) entered the ownership of Plaintiff 1’s shares in the statement of accounts and statement of changes in shares, etc. submitted to the National Tax Service as Nonparty 5; and (d) Nonparty 1 knew the Plaintiffs of the donation of the shares as above; (c) around 198, Nonparty 6 died; (d) changed the ownership of Plaintiff 2’s shares to Nonparty 3’s name on the settlement of accounts, etc.; and (e) Nonparty 1 issued the ownership of the shares under the name of Nonparty 1 to Nonparty 9 in order to clarify the ownership relationship of the shares of this case, which are the actual owners; and (e) Nonparty 1 notified Nonparty 1 of the change in the ownership of the shares of this case to Nonparty 1’s name on March 1, 199; and (e) Nonparty 1 issued the transfer of shares to Nonparty 94.

(2) Time of donation

(A) The time of acquisition of the plaintiffs' shares in this case shall be deemed to be 191 and 1994 when a change of entry is made in the name of the plaintiffs in the register of this case in force as a shareholder registry under the Commercial Act pursuant to the proviso of Article 23(2) of the former Enforcement Decree of the Inheritance and Gift Act, and thus, the disposition of this case

(B) Even if the list of this case cannot be seen as the list of shareholders under the Commercial Act, inasmuch as the list of this case was duly prepared, there was an agreement between the non-party 1 and the plaintiffs about share donation, and the plaintiffs actually acquired the status that the plaintiffs can exercise their rights as shareholders at the time of transfer of title or late 2005 when dividends were paid to the plaintiffs. Accordingly, according to the result of the tax investigation in July 9, 2008, reporting the correction of the name of this case to the Korea Securities and Futures Exchange under the name of the plaintiffs and reporting the correction to the Korea Securities and Futures Exchange was merely a procedure for externally and formally verifying the status. Accordingly, on July 9, 2008, which is the time of donation, the date of the disposition of this case, which became the basis of the disposition of this case, is not the date on which the plaintiffs acquired the status that the plaintiffs can exercise their rights as shareholders, but the disposition of this case was unlawful under the premise that the period of donation was "the date of delivery of the relevant shares".

(3) Violation of the principle of administrative trust protection.

Article 81-4(2) of the Framework Act on National Taxes prohibits abuse of the authority to conduct a tax investigation so that a re-audit may not be conducted on the same tax item and taxable period, unless there is any clear evidence to acknowledge a suspicion of tax evasion. However, the Seoul Regional Tax Office denied the results of the previous tax investigation after re-audit in the absence of new evidence or circumstances to acknowledge a suspicion of tax evasion after the tax investigation in 2008. The Seoul Regional Tax Office, based on trust in the results of the tax investigation in 2008, filed the disposition of this case by asserting that the date of report of correction was the time of acquisition of the shares of this case, which is against the principle of administrative trust protection, and thus is unlawful.

(4) Failure to meet the requirements for an unfair non-declaration

Even if the disposition of gift tax imposition against the Plaintiffs is lawful, since a series of procedural acts and conversion of name based on the instant list are true, it cannot be deemed that the instant disposition of gift tax imposition constitutes a case of non-declaration of report in an unfair manner under Article 27(2)1 through 5 of the former Enforcement Decree of the Framework Act on National Taxes (amended by Presidential Decree No. 23592, Feb. 2, 2012; hereinafter the same shall apply). Therefore, the portion of the penalty tax for non-declaration of report in the instant

B. Relevant statutes

It is as shown in the attached Form.

(c) Fact of recognition;

1) Outline of a lot tourism development

On May 1, 1978, the non-party 1 acquired Agjin Tourism Co., Ltd. and started to operate the company, changing the name of the corporation to a tourist transport corporation, and changed the name of the corporation to a tourist development corporation on November 7, 1991. At the time the non-party 1 acquired Agjin Tourism Co., Ltd., the company's capital was 85 million won (1,000 won for face value, 85,000 won for face value, 85,000 won for face value), but the company's capital was transferred to 3.5 billion won for capital increase, but the company was listed on the KOSDAQ on June 8, 2006 (see attached Form 1).

(ii) the process of the change of shareholders due to the shareholders' particulars managed by the re-satisfy team.

A) In a lot tourism development team, the company’s shares and shareholders, and tax-related business were handled. Nonparty 9, who works at the re- border team, prepared and managed “the details of shareholders’ change,” “the list of shareholders,” attached to the settlement of accounts,” and “the details of stock issuance (C. 29 March 29, 2005)” as computer files prior to the said listing, and kept “stock issuance register,” and “stock receipt register.” As can be seen, the shareholders recorded in the computer files and documents managed by the re- border team are identical, and the process of the change is identical to the content of the management of the re- border team recorded in the left-hand list in attached Form 2.

B) All of the shareholders and shares-related affairs of the lot tourism development were handled by the above shareholders’ contents managed by the re-major team before listing. In other words, all the internal and external relations were managed by the re-major team, such as corporate tax return, allocation of new shares at the time of issuing new shares, subscription to new shares, cash dividend and stock dividend, resolution of shareholders’ general meeting, reporting to the Financial Supervisory Service, etc. The said shareholders’ contents were also reflected in the report on the conversion of shareholders into the real name in 1998 and the return of shareholders’ names in the lawsuit in 2004 managed by the re-major team.

C) Pursuant to Article 11 of the Revised Articles of Incorporation, which was amended on December 8, 2005, ○○ Bank was established as “transfer agent.” The ○○ Bank, Inc., made public the list of shareholders as of January 24, 2006 and April 13, 2006, among the details of the management of the re-major team, announced the list of shareholders as of April 24, 2006.

(iii) a report on the conversion of shareholders into real name in 1998;

A) Article 43 of the former Inheritance and Gift Tax Act (amended by Act No. 5193, Dec. 30, 1996; hereinafter “amended by Act No. 5193, Dec. 30, 1996; hereinafter “In cases where the actual owner and the nominal owner are different, the actual owner shall be presumed to have donated the stocks, etc. to the nominal owner on the date of registration, etc. as the nominal owner: Provided, That the same shall not apply in cases where the stocks, etc. entered in the register of shareholders or the list of members or the transfer of which are made under the name of another person pursuant to a trust or agreement prior to the enforcement of this Act, are converted

B) Around 198, the Seoul Regional Tax Office investigated into the change of shares against eight corporations affiliated with tourism development. During that process, the certificate of title trust was prepared in the name of Nonparty 1, confirming that the shares of this case were trusted to Nonparty 3 (24,800 shares) and Nonparty 2 (28,200 shares). On December 22, 1998, “this case’s shares were trusted to Nonparty 3 (title trust date: March 21, 1989), and Nonparty 2 (title trust date: March 9, 1994), and Nonparty 1 was converted to Nonparty 1’s name as of December 1, 1998, and Nonparty 3 was changed to Nonparty 1’s shares including Nonparty 9’s shares, which were subsequently managed by Nonparty 2, and Nonparty 1’s shares was changed to Nonparty 1’s name as of December 1, 1998.

4) Return of the shareholder’s name by action in 2004 and preparation of the Non-Party 3 and Non-Party 2’s undertaking

A) Meanwhile, on August 11, 2004, the highest letter sent by Nonparty 3 and Nonparty 2 was sent to Nonparty 1 as content-certified mail, and the contents thereof are as follows.

- - Sound

I think you would us that you will send this letter to you.

1. I have entered into an agreement with you on December 198. Accordingly I have transferred to you the common shares [Non-Party 3: 24,800 (Value 124,000,000) in their own possession, Non-Party 2:28,200 (value 141,00,000)] of He own possession. However, I have urged you to return the shares to you and restore the name of shares in accordance with Article 5 of the agreement so far as I have not paid the purchase price of shares in paragraph 3 of the agreement by the agreed date, but have not fulfilled it up to now.

2. By August 23, 2004, the thickness shall be notified that the return of the shares and the restoration of the name of the shares pursuant to the provisions of the said agreement will be made in the name of the principal and will be made effective, and if not implemented by the above date, the legal proceedings will be commenced.

B) On September 2004, a lawsuit was filed against Nonparty 2 and Nonparty 3 as the Plaintiff and Nonparty 1 as the Defendant (Seoul Central District Court 2004Gahap78382, hereinafter “Seoul Central District Court 2004”) and the cause of the lawsuit is as follows.

- - Sound

1. At the time of December 29, 1998, the Plaintiffs owned 28,200 common shares of the said lot tour (5,000 won per share) as a shareholder of the Defendant’s tourist development, and Nonparty 3 owned 24,800 common shares of the said lot tour.

2. On December 19, 1998, the Plaintiffs sold its stocks to the Defendant under an agreement as follows.

- Sales price per stock: 10,000 won

- Payment date: up to December 31, 2000

- Transfer: The trading party shall submit a report on change of the name of the actual owner of stocks to the competent tax office within five days from the date of trading and transfer.

- Reinstatement: If the purchaser fails to pay the full payment of the purchase price by December 31, 200, the shares, which are the subject matter of sale, shall be restored to the seller’s name.

3. In accordance with the above agreement, the Defendant submitted to the head of the competent tax office a report on the conversion of the actual owner of shares into the name of the above purchased shares on the 22th of the same month. The Defendant did not pay the above share purchase price with the lapse of December 31, 2000, which is the agreed payment date, even though the Plaintiffs completed the seller’s obligations on the ground of the conversion of real name due to the termination of title trust on December 1, 1998.

4. The Plaintiffs were to pay the above payment date to the Defendant on February 15, 2001, and if they did not comply with the above payment date, they demanded the Plaintiffs to restore the above shares to the original state in accordance with the above sales agreement. Accordingly, the Defendant promised to restore the shares to the original state according to the sales agreement, and thus, the above share sales agreement was lawfully rescinded.

However, since the defendant did not restore his shares to the original state but did not make a second day, the plaintiffs sent a peremptory notice to urge the restoration of the shares sold to the original state on August 11, 2004, but the defendant still did not return the shares purchased.

Therefore, the defendant is obligated to return the above purchased shares to the plaintiffs.

5. Of that, the number of shares acquired by acquiring 53,00 shares in the name of the defendant (28,200 shares of the plaintiff, 24,800 shares of the plaintiff 3) of new shares (5,000 shares) that are new shares (5,00 won in face value) from July 30, 200 to implement the capital increase of 1 billion won. The defendant has a duty to acquire shares by acquiring 53,00 shares in the name of the defendant (28,200 shares of the plaintiff 2, and 24,80 shares of the plaintiff 3) that are to be returned to the plaintiffs in the name of the defendant that the shares to be returned to the plaintiffs are still in the name of the defendant. The above new shares 53,00 shares are actually allocated to the plaintiffs and shall be returned to the plaintiffs.

The plaintiff non-party 2 deposited 141,00,000 shares of the new shares (28,200 shares x 5,000 shares) which are the same plaintiff; the plaintiff non-party 3 deposited 124,00,000 shares of the new shares which are the same plaintiff (24,80 shares x 5,000 won) to the defendant on September 2004.

6. Ultimately, on the grounds of the cancellation of the sales contract as of February 15, 2001, the Defendant: (a) as to the Plaintiff Nonparty 2’s total of KRW 28,200 and KRW 56,400, the sum of KRW 28,200 and KRW 28,200; (b) as to the Plaintiff Nonparty 3’s total of KRW 24,800 and KRW 24,800, respectively, respectively, entered the name of the Plaintiff as the Plaintiff’s shareholder registry; and (c) as such, the Defendant is obligated to deliver the corresponding number of share certificates to the Plaintiff, the Plaintiffs entered into the instant lawsuit to seek this.

C) Nonparty 1 was sentenced to the judgment in favor of the Plaintiff on December 4, 2004 due to the failure to submit a written response in the above lawsuit, and accordingly, on the 24th of the same month, the title of the instant shares was from Nonparty 1 to Nonparty 256,400 shares [=5,640 shares (acquisition on March 9, 1994) + 8,460 shares (acquisition on March 15, 1994), + 14,100 shares (acquisition on March 15, 1996 with 100,00 shares) + 28,200 shares (acquisition on July 30, 200 (acquisition on July 19, 200) + (acquisition on April 16, 1994), Nonparty 349,600 shares increase shares + (acquisition on April 16, 1996).

D) On the other hand, around December 1, 2004, at the modern Joint Law Office, a notary public has notarized as to the non-party 2’s letter of commitment that “the non-party 3 shares out of the shares of this case was trusted in trust from the plaintiff 2, on November 30, 2004, and around December 2, 2004, the notary public had notarized as to the non-party 2’s letter of commitment that “the non-party 2 shares out of the shares of this case were trusted in trust from the plaintiff 1, 194” (hereinafter referred to as “this letter of commitment”), and the following contents are as follows.

- - Sound

I have filed a lawsuit with the Seoul District Court on September 17, 2004 against you with respect to the shares issued by He. However, this case was determined in the name of the plaintiff 2 (non-party 3) or plaintiff 1 (non-party 2) who acquired the shares of the plaintiff 2 (non-party 3) or the plaintiff 2 (non-party 2) in the name of the plaintiff 2 (non-party 3) or the plaintiff 1 (non-party 2) in the name of the actual owner of the plaintiff 2 (non-party 3) or the real owner of the plaintiff 2 (non-party 2) or the plaintiff 1 (non-party 2) as part of the corrective action under the name of the real owner of the plaintiff 2 (the non-party 3) or the real owner of the plaintiff 1 (the non-party 2) who was the real owner of the non-party 3 (the plaintiff 2) in the name of the actual owner of the plaintiff 2 (the non-party 2).

5) The transfer of shares to Nonparty 1 and the process of distributing dividends of the instant shares, etc.

A) A separate from the instant shares on June 22, 2004, Nonparty 1 transferred 9,150 shares of lot tourism development and 3,250 shares of lot tourism development to Plaintiff 2. Pursuant to the provisions of Article 41-3 (Donation of Profits Accruing from Listing of Stocks or Equity Shares) of the Inheritance Tax and Gift Tax Act (Plaintiff 1:2,752,461,013, Plaintiff 2:651,588,976) the gift tax on the said transfer was imposed.

B) In light of the current status of the allotment of new shares at the time of issuing new shares on July 28, 2004 (100%) among the total amount of 200,000 shares, Nonparty 1162,80 shares, Nonparty 424,80 shares, Plaintiff 19,150 shares, and Plaintiff 23,250 shares, respectively, who participated as a director or shareholder, respectively. This is distinguishable from the contents of shareholders on the list of this case, while it is different from the contents of shareholders on the list of this case.

C) From 2005 to 2007, KRW 59,00 for the instant shares was paid. The audit result by the Board of Audit and Inspection was fully deposited in the account in the names of Nonparty 3 and Nonparty 2, and KRW 447,165,00 among them was deposited in the Plaintiffs’ name, but finally, Nonparty 1 used KRW 206,260,00 (34.4%) out of the said dividends 59,024,550 (34.4%) to deposit in its own account or pay its capital gains. Nonparty 284,190,000 (47.4%) was used to deposit in the Plaintiffs’ beneficiary certificate account, etc., and KRW 52,420,00 (8.8%) was investigated as being deposited in the Plaintiffs’ parent’s account and Nonparty 4 (the result of the audit on the detailed dividends was as stated in the [Attachment].

6) The instant list and details of the submission of share certificates, etc.

A) On April 22, 2008, the Seoul Regional Tax Office conducted an integrated investigation into corporate tax on tourism development. At the time, the investigation team, including Nonparty 10 and Nonparty 11, etc. visited the Seoul Regional Tax Office and kept in custody relevant documents, etc. However, on April 23, 2008, the following day, Nonparty 1 visited the Seoul Regional Tax Office to submit the instant list and share certificates directly, and Nonparty 1 argued that the instant shares were not owned by Nonparty 2 and Nonparty 3, and that Nonparty 1 was donated to the Plaintiffs in the names of Nonparty 6 and Nonparty 5 from around 1978.

B) Examining the external aspect of the copy of the instant list, the form of the ticket seems to have been made by a person with a large number of people, and the basic entries in the list, such as the name of a corporation, were made by a former person. In addition, after June 22, 2004, the form of the ticket, including the name of a corporation, was inserted into the name of a corporation into the “development” with the “traffic” with the “traffic” with the “traffic” in the name of a corporation, and the changes in the name of a corporation were entered into the ticket only as of July 10, 1987, and written as to the number of persons thereafter, and the body was changed three times.

C) Examining the contents of the shareholder list of this case as indicated in the right list in attached Form 2, and compared with the contents of the shareholder managed by the re- border team, the list of this case is recorded from the time of consolidation on July 10, 1987. Unlike the contents of the re- border team shareholder, Nonparty 8 does not indicate them at all as the shareholder, and all of the shares are incorporated as the shareholder of the non-party 1. On March 1, 1991, the non-party 6 stated that the non-party 2 and the non-party 3 transferred the shares of this case to the plaintiff 1. The non-party 2 and the non-party 3 did not indicate as the shareholder of this case. In addition, the non-party 1 obtained the shares of 36,200 shares of the Sightseeing Tourism Development, which were owned by the non-party 7 for securing the loan claim against the non-party 7, and later acquired them from the non-party 197 (the non-party 197.2).

D) The instant list contains the number of share certificates held by each shareholder, which is written up to 3 times, and the number of share certificates held by the first author of the share certificates is written only in the number which is not in Korean (i.e., Korean).

E) The instant share certificates may be divided into the date of issuance as of July 10, 1987 and March 15, 1994, and July 30, 2004, depending on the date of issuance. Characteristics, the share certificates as of July 10, 1987 are issued by the representative director of the non-party 6 of the Sightseeing Traffic Co., Ltd., and the number of share certificates is limited to only the number without Korean language (i.e., the number of shareholders). The shareholders are indicated on the front, and they are not printed until the date of issuance. The share certificates as of March 15, 1994 are issued by the representative director of the Sightseeing Tourism Development Co., Ltd., and the form is similar to that of the representative director of the corporation on July 10, 1987. The number of the shareholders can only be written on the front of the share certificates as of July 10, 197.

F) After the tax investigation in 2008, Nonparty 1 reversed the statement on the process of preparing the instant list, and during the criminal trial process, Nonparty 14 first prepared the instant list in 191. From 1994 to 2003, Nonparty 15 and Nonparty 16 asserted that Nonparty 15 were prepared respectively, and since 2004, Nonparty 14, Nonparty 15, and Nonparty 16 stated that they prepared the said list at the first instance court of criminal case. Nonparty 17, which was conducted at the time of the tax investigation in 2008, did not manipulate the time of preparing the list, and was presumed in writing to be presumed to have been prepared in around the year (191). However, at that time, Nonparty 11 et al., who was the tax investigation team at that time, did not have any reason to prove that they were entitled to receive the instant share certificates through a receipt number or a receipt of the instant list. However, Nonparty 1 did not have any reason to prove it.

G) Nonparty 1 stated that he did not notify at all of the existence of the instant list in a criminal case. However, during the process of changing the representative director Nonparty 1 ? Nonparty 12 ? Nonparty 12 ? Nonparty 18 ? Nonparty 13 ? Nonparty 1 ? Nonparty 19, the remaining representative directors except Nonparty 1 appear to have been unaware of the existence of the instant list. The shareholders and corporate creditors did not know where they had been kept in the past, and there was no record of perusal or copying.

7. After the lapse of tax investigation in 2008 (tax item: gift tax, period subject to taxation: January 1, 2001 to December 2006) and the results thereof;

A) Meanwhile, when Nonparty 1 presented the instant list and share certificates as above, the tax investigation team in 2008, including Nonparty 10 and Nonparty 11, etc. received appraisal from the appraiser Nonparty 17 of the Korea Document Appraisal Board for the purpose of confirming the authenticity of the instant list, upon request of the appraiser of the Korea Document Appraisal Board for an appraisal year, that the instant list is presumed to be a document prepared in each year, and other facts were discovered through a financial survey on the details of the payment of dividends from 2005 to 2007, that the dividends deposited to Nonparty 2 and Nonparty 3 were remitted to the Plaintiffs’ account. Based on the fact that the documents other than the instant list were not discovered from among the documents kept in custody or documents submitted to the tax office, etc., the company determined that the instant list becomes a valid shareholder registry under the Commercial Act, unlike external shareholders identified in the development of a tourist.

B) Accordingly, on March 1, 1991, Plaintiff 1 and Plaintiff 2 on March 9, 1994 determined that the instant shares were donated by each non-party 1, and on July 8, 2008, notified the Plaintiffs of the result of the tax investigation in 2008. Meanwhile, on June 5, 2008, Non-party 2 and Non-party 3 sent a content-certified mail demanding the Plaintiffs to transfer the title of the instant shares under the name of the Plaintiffs, but sent a notice of the result of the tax investigation, on July 9, 2008, on July 2008, the following day after the notice of the above tax investigation, and then filed a claim for confirmation of the existence of shareholders’ abandonment and the transfer of the holders against the Plaintiffs as Seoul Central District Court 2008Ga6492 (the above lawsuit was withdrawn immediately on July 18, 2008).

C) On July 9, 2008, the day following the receipt of the notice of the result of the tax investigation in 2008, the Plaintiffs submitted to the head of the Sejong District Tax Office a “report on the change of shareholder’s name under the statement of accounts,” which revises the shareholder’s name in the name of Nonparty 2 or Nonparty 3 from Nonparty 3, a beneficial shareholder. On the same day, Nonparty 1 submitted to the Financial Services Commission and the Korea Securities and Futures Exchange, “report on the stock holding situation, etc., which reported the number of shares held by the Plaintiffs changed due to the change of the real name of the instant shares; Nonparty 2 and Nonparty 3 submitted a “report on the stock holding situation, etc.,” which reported that their shares were no longer owned due to the change of the real name of the instant shares, and the Plaintiffs submitted “report on the stock holding situation, etc., to the effect that the shares increase due to the conversion of the real

D) Ultimately, according to the above findings, the tax investigation team in 2008 did not impose gift tax on the Plaintiffs for the 1991 and the 1994 donation for the instant shares in accordance with the limitation period. As to the 1991 and 194 donation for each of the 1996 and 30 July 19, 196, the non-party 1 considered the donation of capital increase with capital increase to the Plaintiffs and imposed gift tax on the 2008. The Plaintiffs paid all this portion of gift tax on August 31, 2008. The amount of gift tax paid by Plaintiff 1 is KRW 147,719,323, and the amount of gift tax paid by Plaintiff 2 is KRW 7,973,253.

In addition, on August 4, 2008, the tax investigation team filed a prior notice of taxation on August 4, 2008 with the National Tax Service on the ground that the non-party 2 and non-party 3 received title trust from the plaintiffs based on the list of shareholders submitted by them at the time of listing in 2006 and imposed gift tax of KRW 23,06,205,00 pursuant to Article 45-2 of the former Inheritance and Gift Tax Act. Accordingly, the non-party 2 and non-party 3 filed a prior notice of taxation on August 4, 2008 by asserting that they were not lent the plaintiffs' names to the plaintiffs, and they were stolen, and thus they were unaware of the fact of title trust. The Commissioner of the National Tax Service accepted the prior notice of taxation on November 24, 2008 and notified the above notice of taxation. The following are included in the text of the decision:

- - Sound

In order to establish a title trust, the parties shall have prior to the explicit or implied agreement of the trustee on the name of the claimant. However, in the case of a suit (2004Gahap78382, stock return, etc.) filed by Nonparty 1 against the claimant in 2004, it shall be deemed that Nonparty 1, not the claimant, has paid the litigation expenses, and it is confirmed that the document was not the applicant, but the seal impression and the letter of the delegation of the lawsuit secured at the time of the investigation, and that the interview between Nonparty 20 attorney at the time of the fact that Nonparty 206, the securities account administrator, knew that the notice of the Stock Holding Status Act was held after July 2006.

E) Meanwhile, around June 19, 2008, at the time of the tax investigation in 2008, Nonparty 1 explained the following as to the preparation process of the instant list in the private document (Evidence B No. 32) submitted to the Seoul Regional Tax Office.

- - Sound

1. Issuance of the initial stock certificates and preparation of a register of shareholders;

On July 10, 1987, the par value per share was changed from 1,000 to 5,000 won, and the first registered share certificates were issued and the register of shareholders was prepared, and at the time, 3,805 shares of Plaintiff 1 were issued and registered in the register of shareholders under the name of Nonparty 5, who is the father and mother, 3,360 shares of Plaintiff 2 in the name of Nonparty 6, who is the mother and father.

2. Change of entry in the name of the actual owner;

As of March 1, 1991, the senior mother, who is the title trustee of the Plaintiff 2’s shares, was unable to recover due to the exchange, the transfer of share certificates and the register of shareholders was made in the name of Plaintiff 2, and the transfer of share certificates and the register of shareholders was made in the name of the Plaintiff 1 on March 9, 1994. Nonparty 1, his father, who was the father, notified the Plaintiffs of the ownership of the shares, was at the time of Plaintiff 2’s return to the Republic of Korea on the part of the Plaintiff 1 on March 1, 1991.

3. Misappropriation of a third party's name on the report on the current status of stock changes.

Nonparty 1, a major shareholder, thought that the ownership of the company’s shares is a family member except for Nonparty 7 who was a pro-Japanese, and thought it is not good that it would be known from the outside, and, on the report on the change of shares, the attached documents of the settlement of accounts that are attached to the settlement of accounts that are publicly announced externally, Nonparty 3 and Nonparty 2, who was an affiliate company, were an executive officer of the company at the time, issued direct orders to enter the names of Nonparty 3 and Nonparty 2 in the names of the plaintiffs who were beneficial shareholders, and managed the list

4. Mistake in a report on change of name of the actual owner;

In the event that construction works are suspended because it is impossible to procure construction funds due to the 90% situation of the completion rate due to a large amount of 90% of the total construction cost of the 30th floor, the underground 8th floor, and the 40,700 square square meters of the total construction cost of the building in the line of line, which is an affiliate company, from the financial authority, due to the failure of an affiliate company, which was an affiliate company of the construction company, to collect loans from the financial authority, and the bankruptcy of the company becomes extinct, the whole affiliate company, such as the bankruptcy, has been destroyed due to the bankruptcy, among the affiliates at the end of the end of the 98-year period, the company has applied for the business improvement (outline) to the financial bond group on the condition that the other affiliate companies, including the Liber Tourism Development (State), including the company, are liquidated in order to only recover the loans from the financial authority.

At the time, when the cumulative of tourist development (main owners) was 3 billion won a surplus of 1 billion won, the staff in charge of tax reporting reported the change of the name of the actual owner at the end of 98, which was 1 billion won a capital, and the staff in charge of tax reporting reported the change of the name of the actual owner at the time of the 98-year-end-end-end-year-end-end-year-end-end-end-year-end-end-year-end-end-end-year-end-end-end-year-end-end-year-end-year-end-end-year-end-end-year-end-end-end-end-end-year-old-end-old-out-out-out-of-the-state-state-U.S.-

5. Discovery of reports on rehabilitation and mistake of the company;

At the end of 98 years, while the company's business of the above financial claim group's business of corporate improvement was commenced and it was accepted as a request to revise the company's liquidation plan on the ground that the company's liquidation plan was operated by reducing the number of 157 employees among 266 employees at the end of 99, etc. Accordingly, all officers and employees were able to lead to the company's rehabilitation. In particular, the company's reorganization of the company's liabilities was conducted as a transfer of the company's liabilities to Washington Investment Agency, and the company's reorganization was possible at the end of 2003. At that time, Nonparty 1 was found to have been erroneous in the report on real name at the end of 98 and was converted into the company's name, the actual owner of the company and Nonparty 2 and Nonparty 3 filed a lawsuit on the claim that the real name declaration at the end of 98 years was null and void, and the company's real name was transferred to Nonparty 2 and Nonparty 3.

6. Paragraph of a victim against the theft of name on the report on the change of stocks;

Before the end of 97 years in the process of the suit, the two people who became aware that the names of Nonparty 2 and Nonparty 3 were stolen in the report on the status of stock changes in the settlement of accounts were strongly resisted and that their names should not be used again.

In other words, it was thought that it was intended to raise funds to express another strong claim and intention of refusal against the identity theft which was thought to be a separate one, but it was later known that the ○ Accounting Corporation's ○○ Accounting Corporation's ○○ Accounting Corporation's ○○ Accounting Corporation's ○○ Accounting Corporation's 21st certified public accountant, which is an absolute gap with the non-party 2, should not be allowed to use the identity identity theft. If it was erroneous, the non-party 2 and the non-party 3 were informed that they would not

7. Name theft of another person on the report on the status of changes in stocks at the end of 204;

As to the above provision, the two shall be stated in the report on the change of stocks in the name of the plaintiffs who are the actual owners, and in the future, two persons shall not be used in the future, but it may be a large amount of money, but at the time when there was pressure to repay a large amount of debts, at the time when there was no payment of gift tax on the increase of capital which was donated over three times to the plaintiffs, it was inevitable to make it difficult for them to use the non-party 2 and the non-party 3 again in the report on the change of stocks attached to the last day of 2004.

8. To have the register of shareholders submitted when a request for listing review is made; and

In 205, tourism companies were more likely to launch more than the lot tourism development (the largest shareholder) and were small-scale companies and were small-scale companies, and more developed more than the KOSDAQ, which eventually led to rapid growth, such as the early development of the lot tourism development (the week) and the expansion of two times or more, and the rapid promotion of the work for listing on the Exchange, and upon filing a request for a new listing examination at the end of 2005, the Plaintiffs paid the evaded gift tax and tried to prepare and submit a list of shareholders as beneficial shareholders on the company’s list. However, Article 32 (1) 13 (Requirements for New listing Review of Stocks) of the Securities Market Listing Regulations of the Korea Stock Exchange (Requirements for Change of Stocks) did not make the request for listing review itself impossible, and thus, the listing schedule was inevitably delayed for more than one year, and therefore, the list of shareholders was prepared and listed by Nonparty 2 and Nonparty 3, who were in force in the report on changes in stocks.

9. faced with strong resistance of those who discover the misappropriation of one's own name in the listing register of shareholders.

The non-party 2 and non-party 3 notified of a detailed statement of balance of the stock account from our investment finance on June 10, 2006 after being listed on the 10th day of July, 2006, explained that it was inevitably required to delete the name in the listing list, and that it was inevitably demanded to delete the name in the listing list, but it was demanded to delete the change of the name in the listing list. However, if it was revealed that the listed list of shareholders was submitted at the point of time within one year after the date of listing, there was a cause for cancellation of listing, and thus, it could not be deleted because there was a possibility of cancellation of listing, and therefore, it was possible to delete the name as soon as possible, even if it was promised to delete more than 10 million won for the request for deletion every consecutive period, and that the plaintiffs filed a written request for a return of the tax amount and the tax amount which were donated to the district tax office at the end of April 208, which had been prepared as a whole by submitting the report and the tax amount of each taxpayer's report.

10. With respect to those managed by the president’s secretary room by avoiding exposure to the list of shareholders

The list of shareholders is not for public disclosure and its perusal is a register with strong closedness to be perused only when the justifiable reasons of shareholders or interested parties are confirmed, and in particular, since one relative and his family were all shareholders, it has been managed in the meeting of the chairperson to prevent such facts from being disclosed within the company.

11. As to a document drawn up for temporary issuance of stock certificates, deeming it to be a double-class stockholders’ list

In addition to the shareholders' list kept in the secretariat of the Chairperson, the shareholders' shareholder registry was prepared and kept as if they were issued stock certificates in the shareholders' future, which are indicated in the shareholders' report on the change of stock in the event of capital increase. However, the shareholders' name and address, which are absolute matters to be entered in the shareholders' list under the Commercial Act, can not be discussed.

12. As to the admission of the portion by which the name was stolen

It would not be possible for a person under whose name the use of his/her own name could not be accepted, and it would have been humanly difficult for him/her to file a criminal charge or lawsuit against a person who was born in the past without any special loss. Therefore, from the standpoint that he/she was unable to have a method to suspend the direct use of his/her name, he/she would only have continued to request the removal of his/her name and the request for the suspension of the direct use of his/her name, and he/she would not be able to prohibit that person from transmitting a crime.

8. After the lapse of tax investigation in 2011 (tax item: gift tax, period of taxation from January 2008 to December 2008) and the results thereof;

A) On October 2010, the Board of Audit and Inspection conducted a regular audit of the Seoul Regional Tax Office. On the tax investigation of 2008 on the lot tourism development, “The actual owners of the instant shares are easily aware that Nonparty 1 was Nonparty 1, on the basis of the list of shareholders formulated at will, thereby resulting in an unfair result in the transfer of the said shares without the burden of gift tax, by allowing the actual owners of the instant shares to be the Plaintiffs. As such, Nonparty 1, who held the instant shares in the name of an officer, conducted an occasional survey on the change of the shares in the name of the Plaintiffs, and notified the Seoul Regional Tax Office of the fact that “The plan to collect additional gift tax, etc. collected” was

B) Therefore, Seoul regional tax office conducted an investigation into the above portion of the gift tax from April 18, 201 to July 1, 201 [this case’s list is written as the partial investigation of the gift tax between January 18, 201 to December 2008, the audit result of the Board of Audit and Inspection’s audit (the portion of the actual owners of the shares trusted in title with the officer’s name) on the order to dispose of the shares] The list of this case is completely inconsistent with the detailed statement of changes in shares, minutes of shareholders’ meeting or capital increase without compensation, stock dividends for the stock dividends, and stock dividends for the non-party 8’s stockholding on December 22, 198, and the non-party 205’s share certificates issued on December 14, 2005, which were written as the non-party 9’s share certificates issued on the non-party 209 were also written on the non-party 9’s share certificates issued on the non-party 3 stock certificates.

C) For the same reason, the Seoul Regional Tax Office: (a) deemed that the Plaintiffs’ real name conversion was donated to Nonparty 1 on July 9, 2008; and (b) accused Nonparty 1 of gift tax through false evidence and false statements to the prosecution; and (c) filed a complaint with the prosecution. In accordance with the above accusation, the prosecution conducted a further investigation of relevant persons in accordance with the Seoul Central District Court Decision 2012Gohap261, thereby filing a prosecution against Nonparty 1 as a crime of violating the Act on the Aggravated Punishment

9) Particulars of holding shares of affiliated companies other than the plaintiffs' lot tourism development

On the other hand, on December 12, 1992, the plaintiff 1 held 120 shares of the KCAB, 4,476 shares of the KCAB, 193 on December 2, 1994, 9,450 shares of the KCAB, 22,50 shares of the KCAB, 196, 1996, 281,400 shares of the KCAB, 1996, and 26,00 shares of the KCABD, 26,00 shares of the KCABD, 26,00 shares of the KCABD, and the plaintiff 2 held 10,00 shares of the KCABD, 199, 100 shares of the KCABD, 200, 200, 200, 10,000 shares of the KGGGGGD, and 10,000 shares of each company.

10) Statement on the grounds that the plaintiffs acquired the shares of this case

A) Plaintiff 1

① On May 29, 2008, the Seoul Regional Tax Office stated that, around 1991, the father, Nonparty 1, his father, was the first talking that his shares were his shares, and that, on around 2005 and around 2006, the passbook for receiving dividends was managed by his father without knowing that his shares were his shares.

② On June 27, 2011, the Seoul Regional Tax Office: (a) concluded on December 27, 1988 that the shares of Nonparty 1, the father, Nonparty 1, were to be the shares of the principal; and (b) entered the register of shareholders and share certificates registered in his name after completing military service around July 1994; and (c) stated that Nonparty 2 and Nonparty 3, the Seoul Regional Tax Office was aware of the fact that they were investigated in the Seoul Regional Tax Office in 2008.

③ 형사사건 항소심에서, ㉠ 1988년 학력고사 이후 원고 2와 함께 아버지 소외 1로부터 롯데관광개발의 주식을 증여받았다는 이야기를 들었고, ㉡ 롯데관광개발의 주권을 교부받은 적은 없으며, ㉢ 1991. 7. 여름방학 때 고모부 소외 6 명의의 주식이 원고 2로 명의개서된 주주명부와 주권을 보았고, ㉣ 1994. 7. 방위 제대 후 소외 5 이모부 명의의 주식이 본인 명의로 명의개서된 주주명부와 주권을 보았으며, ㉤ 아버지 소외 1이 유상증자시에 증자대금을 대신 내주었다고 이야기하였고, ㉥ 2005. 3. 29. 결산보고 때 현금배당 이야기를 들었는데 배당금을 아버지 소외 1이 관리하였다고 진술하였다.

B) Plaintiff 2

① On May 29, 2008, the Seoul Regional Tax Office: (a) explained from Nonparty 1 to Nonparty 1, 1991, that the shares held in the name of the mother father and Nonparty 6 were transferred in his name; (b) on the register of shareholders, the register of shareholders was not written; and (c) stated that the shareholder was entirely unaware of the dividends on the instant shares.

② On December 198, 198, the appellate court stated in the criminal case that, at the time of early wintering of the 1988, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, the head of the family, and the head

[Reasons for Recognition] Unsatisfy, Gap's statements as to Gap's 4 through 14, 19 through 27, Eul's statements as to Gap's 1 through 9, 12 through 21, 23, 25, 27, 29 through 40, and the purport of the whole pleadings

D. Determination as to the plaintiffs' assertion on the timing of acquiring shares

1) Article 2(1) of the former Inheritance and Gift Tax Act (amended by Act No. 9916, Jan. 1, 2010) provides that “in cases where a person who received a donation of property is a resident, gift tax shall be levied on any donated property as of the date of donation by another person, as prescribed by this Act.” Article 2(1)1 of the former Inheritance and Gift Tax Act provides that “In cases where the donated property is a resident, all donated property shall be donated to the resident.” Article 23(2) of the former Enforcement Decree of the former Inheritance and Gift Tax Act provides that “If the donated property is a stocks, etc., the donee shall be deemed to have acquired the relevant stocks, etc. on the date objectively confirmed by payment of dividends or exercise of shareholders’ rights: Provided, That where the date on which delivery of the relevant stocks, etc. is unclear or before receiving the relevant stocks, etc., it shall be deemed that the date of transfer or list is entered.” According to the above provision, whether a person actually acquired the status as a shareholder of the Supreme Court is 1016.

In addition, if there exists a concurrence between the donor and the donee as to the donation of shares, and the transfer of shares in the register of shareholders was made in the name of donee as well as dividends, it should be deemed that there was a gift of the said shares as subject to gift tax even if the shares were not issued (see Supreme Court Decision 2004Do817, Jun. 29, 2006, etc.).

2) Determination on the assertion based on the proviso of Article 23(2) of the former Enforcement Decree of the Inheritance and Gift Act

A) Article 352(1) of the former Commercial Act (amended by Act No. 8581, Aug. 3, 2007) provides that “If a company has issued a registered share, the name and address of a shareholder, the class and number of shares held by each shareholder, and if shares are issued, the serial number of each shareholder’s share certificate, and the date of acquisition of each shares.” The entry of a shareholder’s name and ownership in a book to clarify matters concerning shareholders and share certificates in the register of shareholders is a requirement to exercise rights as a shareholder against the company (Article 337(1) of the same Act). If such entry is made in the register of shareholders, the company can exercise its rights as a shareholder solely with the entry of its rights as a shareholder in the register of shareholders without the need to substantiate the shareholder’s rights. Article 396(1) and (2) of the same Act provides that “The company shall keep a director in the register of shareholders and its head office, and shall not be deemed to have been entered in the register of shareholders at any time for the same purpose.”

B) In addition to the following circumstances, there is no direct evidence to acknowledge that the list or the sovereignty of this case was prepared in a false manner after 2004, and there is no evidence to prove that the list or the sovereignty of this case was prepared in a false manner, i.e., (i) the current original was not submitted and only a copy was investigated; (ii) the external appearance did not seem to have been a one-way and it appears to have been used for a long time, and (ii) the non-party 1 was prepared in 191 for the first time by the non-party 14 in 1994 and after 2004, the non-party 15, and the non-party 16 made statements to the effect that the criminal case was prepared in the first instance court; and (iii) the non-party 17 in the Korea Appraisal Board document at the time of the tax investigation in 2008 prepared a copy of the share certificates or the share certificates of this case for the first time after 19 years to 204.

However, even if so, examining the following circumstances revealed by the facts recognized as above in light of the above legal principles, the list of this case cannot be seen as the register of shareholders under the Commercial Act. Thus, the change of entry in the name of the plaintiffs on the list of this case cannot be seen as the time of acquisition of the shares of this case from 191 and 194, which were 191 and 194, the change of entry

① Around listing, Nonparty 9, who works for a re- border team, managed the shares and shareholders of the company, and tax-related affairs, etc., he/she prepared and managed a computer file, including “the details of shareholders change,” “list of shareholders,” attached to the settlement of accounts,” and “the details of stock issuance (as of March 29, 2005),” and kept “the share issuance ledger” and “the share receipt ledger.”

② The contents of the shareholders’ list managed by the re-scam team were handled in accordance with the shareholders’ list before listing all the domestic and foreign affairs related to the company’s stocks and stocks, including the reporting of the corporate tax on the securities lot tourism development, the allocation of new stocks at the time of capital increase, the subscription for new stocks, the cash dividend and the stock dividend, the resolution of the general meeting of shareholders, and the report of the Financial Supervisory Service. Moreover, the ○ Bank, a transfer agent of the investment company of the investment lot tourism development, also announced the shareholders’ list as of January 24, 2006 and April 13, 2006, among the details of the management of the re-scambing team.

③ Nonparty 7: (a) issued a pledge to Nonparty 1 on a lot of tourist development shares owned by himself; (b) accordingly, transferred shares under Nonparty 1’s name on July 20, 2001; (c) the process and the report on the change of shareholder name in 198, and the restoration of shareholder’s name in 2004, etc. by the suit for 2004, are well reflected in the shareholder’s name managed by the re-election team. On the other hand, the instant list is not entirely reflected in the establishment of the pledge right, the report on the change of shareholder name in 198, and the fact of the restoration of shareholder’s name in the suit for 2004.

④ The instant list is a list of shareholders under the Commercial Act in force of the lot tourism development, and only the “detailed statement of stock change” submitted to the tax office is erroneous, and there was no need to file a report of stock change in the name of Nonparty 1 with respect to the instant shares under the name of the Plaintiffs in around 1998, not sufficient to satisfy that only the “detailed statement of stock change” submitted to the tax office. In addition, even if a report of stock change was wrong, only the “detailed statement of stock change” was corrected, and there was no reason to file a lawsuit in 2004 to return the name of the shareholder to the next person.

⑤ Even according to the plaintiffs' assertion, since the non-party 1 was the non-party 2 and the non-party 3, the non-party 8, who was designated as a shareholder of 16,150 shares in the report of change of shares, has been in charge of keeping the dispute over the ownership relationship of the shares of this case in order to clarify that the actual owner of the shares of this case is the plaintiffs. On May 1, 1978, the non-party 8, who was designated as a shareholder of 16,150 shares, did not enter the report of change of shares in this case at all, and did not properly reflect the matters about the shareholders since the shares of this case were included in the number of shares on the list of the non-party 1 on the list of this case. Since then on 191, the other representative directors except the non-party 1, among the representative directors of tourist development, did not know the existence of the list of this case, and it was not clear that the list of this case had been kept in the past.

3) Determination as to the assertion that July 9, 2008 cannot be seen as the time of acquisition of the instant shares

A) Whether there was a mutual agreement with the doctor on share donation

At the time of the Seoul Regional Tax Office’s tax investigation or criminal trial, the Plaintiffs stated to the effect that “the fact of donation of the instant shares was made by father Nonparty 1 around 198, and thereafter, around 1991 and around 1994, the Plaintiffs considered the list and shares of this case, the entry of which was changed in the future of the Plaintiffs regarding the instant shares.” However, in light of the fact that there was no objective evidence to guarantee the credibility of the Plaintiffs’ statements because such talks or there was no detailed statement as to the circumstances or circumstances in which the list and shares were considered, or that there was no objective evidence to guarantee the credibility of the statement. In addition, there was no objective evidence to acknowledge that there was an agreement between the Plaintiffs and Nonparty 1 on the donation of the instant shares before the tax investigation in 2008.

B) Whether the Plaintiffs acquired the status as a de facto shareholder with respect to the instant shares due to the change of entry in the register of this case

As seen earlier, ① all shareholders and shares-related business of the lot tourism development were handled by the shareholders' records managed by the re-col team, not the list of this case before the listing, and ② Nonparty 1, the originator of the register of this case, stated that he did not notify all of the list of this case. Nonparty 1, the representative director of the tourism development, except Nonparty 1, was unaware of the existence of the list of this case. In light of the fact that the list of this case was not prepared for the purpose of carrying out the business related to the shareholders and shares of lot tourism development, not for the purpose of tax avoidance, but for the purpose of carrying out the business related to the ownership of shares for the non-party 1, it cannot be deemed that the transfer of the register of this case acquired the status as a shareholder of this case as to the shares of the non-party 1, as a result of the transfer of ownership of the register of this case.

C) Whether to acquire the status of de facto shareholder to exercise the right as to the shares of this case upon receiving a dividend after around 2005

The following circumstances revealed by the facts as seen earlier, i.e., ① KRW 59,024,550 for the shares of this case from 2005 to 2007, but the dividends were paid out to Nonparty 3 and Nonparty 2’s account, the nominal shareholder of the details of management of the entire team management; ② KRW 447,165,00 among them was deposited to the Plaintiffs’ account again; ② Nonparty 1 finally used KRW 206,260,000 (34.4%), and KRW 52,420,00 (8.8%) was deposited to Nonparty 4, the mother of the Plaintiffs, and KRW 284,190,00 (47.4%) was deposited to the beneficiary certificate account; ③ The Plaintiffs did not know the fact at the time of the above distribution; and all of the Plaintiffs’ accounts related thereto were managed by Nonparty 1, the Plaintiffs’ rights can not be seen as the shareholder of the instant case.

D) Acquisition of the instant shares on July 9, 2008 by the Plaintiffs

According to the facts established above, since Non-Party 1 started to manage the shares under the name of Non-Party 5 and Non-Party 6 on May 1, 1978, the name was changed on March 191 and around March 1994, the non-party 3 and Non-Party 2, but once to avoid the presumption of title trust donation in the process of investigating the change of shares by the National Tax Service in 1998, the non-party 1 filed a lawsuit against Non-Party 3 and Non-Party 2 in violation of the purport of the above change of real name, and obtained the confession of the court that ordered Non-Party 3 and Non-Party 2 to transfer the shares under the name of Non-Party 3 and Non-Party 2 to Non-Party 9 on December 1, 204. In addition, the fact that the non-party 1 and the non-party 2 submitted the above report to the Financial Services Commission on the non-party 9's real name to the effect that the plaintiffs were the actual owners of this case and the non-party 3 and the non-party 2.

However, as seen earlier, the instant list is merely a private document for Nonparty 1 to manage the instant shares in the name of tea, and even if it cannot be readily concluded that the Plaintiffs were false, the part indicated as the shareholders of the instant shares on March 1991 and March 194, 1994 can only be confirmed that Nonparty 1 had an intention to remove and manage the instant shares as the shares of the Plaintiffs, which are the plaintiffs, and thus, it cannot be deemed that the instant shares were donated to the Plaintiffs, or that the Plaintiffs acquired the status that the Plaintiffs could actually exercise their rights as shareholders.

Furthermore, in 198, the non-party 1 returned the instant shares under the name of the non-party 3 and non-party 2 to the original state in the litigation in 2004, and continued the borrowed management. At the investigation of the Seoul Regional Tax Office in 2008, the non-party 1, as soon as accepting the fact that the plaintiffs are the beneficial shareholders, shall promptly make the last real name conversion from the non-party 3 and non-party 2 on July 9, 2009. The fact that the non-party 1 had managed the instant shares under the name of the non-party 3 and non-party 2 as the donation to the plaintiffs up to that time, was immediately changed to the beneficial shareholders, thereby making it objectively clear that the non-party 1 donated the instant shares to the plaintiffs, and that the plaintiffs acquired the status that the plaintiffs would actually exercise their shareholder rights. Accordingly, this part of the plaintiffs' claim in this case is justified.

E. Determination on the assertion of violation of the principle of trust protection and due process

1) In general in administrative legal relations, in order to apply the principle of the protection of trust to the acts of an administrative agency, first, the administrative agency must express the public opinion that is the object of trust to an individual, second, the administrative agency should not have any reason attributable to the individual when the statement of opinion is well-grounded, third, the individual should have trusted that the statement of opinion is well-grounded, third, the administrative agency should have conducted any act corresponding thereto. Fourth, the administrative agency should have made a disposition contrary to the above statement of opinion against the above statement of opinion so that the interests of the individual who trusted that the statement of opinion would be infringed, and last, when taking an administrative disposition in accordance with the above statement of opinion, it should not be likely to seriously undermine the public interest or legitimate interests of a third party (see Supreme Court Decision 2004Du13592, Feb. 24, 2006).

Article 81-4(1) of the former Framework Act on National Taxes (amended by Act No. 911, Jan. 1, 2010; hereinafter the same) provides that "tax officials shall conduct tax investigation within the minimum scope necessary for appropriate and fair taxation, and shall not abuse the right to investigate for any other purpose, etc.," and Article 81-4(2) of the same Act provides that "tax officials shall not conduct re-investigation into the items of tax and the same taxable period except where there is clear evidence to acknowledge a suspicion of tax evasion, where it is necessary to investigate the other party, or where it is similar and where it is prescribed by Presidential Decree." Thus, re-audit into the same items of tax and the same taxable period is not allowed in principle (see, e.g., Supreme Court Decision 2010Du6083, Jan. 27, 20

Meanwhile, in light of the language and structure of Article 81-4(1), (2)1, 2, 3, 4, and 5 of the former Framework Act on National Taxes and the former part of Article 63-2 subparag. 2 of the former Enforcement Decree of the Framework Act on National Taxes (amended by Presidential Decree No. 23592, Feb. 2, 2012; hereinafter the same) on the basis of the language and structure of Article 81-4(1)1, (2)1, 2, 3, 4, and 5 of the former Framework Act on National Taxes and Article 63-2 subparag. 2 of the former Enforcement Decree of the Framework Act on National Taxes, a repeated tax investigation for the same tax item and the same taxable period may seriously undermine taxpayers’ freedom of business and legal stability, as well as may lead to abuse of their authority to conduct a tax investigation, and thus, it is necessary to prohibit a reinvestigation except in exceptional cases where a reinvestigation is allowed pursuant to Article 63-2 of the former Enforcement Decree of the Framework Act on National Taxes.

2) In accordance with Article 23(2) of the former Enforcement Decree of the Inheritance and Gift Tax Act, the tax investigation team in 2008 deemed the list of this case as the list of shareholders under the Commercial Act, and determined on March 1, 1991 and March 9, 1994 that Plaintiff 2 donated the shares of this case from Nonparty 1, and notified the Plaintiffs of the result of the tax investigation in 2008. On July 8, 2008, the Plaintiffs submitted a title corrective report to the head of the tax office office on July 9, 2008, which corrected the shares of this case under the names of the Plaintiffs, and reported it to the Financial Services Commission and the Korea Securities and Futures Exchange on the same day.

However, even if the notice of the result of the tax investigation conducted by the tax investigation team in 2008 constitutes an expression of public opinion, the tax investigation team in 2008 determined that the tax investigation team received each of the shares of this case from Nonparty 1 on March 1, 1991 and March 9, 1994 as follows: the plaintiffs' response to the tax investigation conducted in 2008 by submitting the records of this case that Nonparty 1 prepared and managed on the confidential interest, and the false letter of commitment, etc. through the lawsuit in 2004, was merely an expression of the above opinion by mistake. In such a case, the tax authority may correct the erroneous statement of opinion in the past and make a legitimate disposition, and it cannot be deemed that the new disposition of taxation was contrary to the past wrong statement of opinion, and thus, it cannot be deemed that the new statement of opinion was contrary to the protection principle of trust.

In addition, as seen earlier, the tax investigation in 201 made the taxable period from January 2008 to December 2008, when changing the name of the instant shares from the name of Nonparty 3 and Nonparty 2 from July 9, 2008 to the name of the Plaintiffs constitutes the act of donation of the instant shares to the Plaintiffs by Nonparty 1. On the other hand, the tax investigation in 2008 set the taxable period from January 2001 to December 2006, when the taxable period was from January 2006 to December 2006, it was a tax investigation as to the existence of donation of the instant shares in the name of Nonparty 3 and Nonparty 2 at the time of the listing of tourist development. As such, each tax investigation in 2011 differs from the subject period and its subject act, and thus, it cannot be deemed that the tax investigation in 2011 constitutes a reinvestigation under Article 81-4(2) of the former Framework Act on National Taxes.

Even if a tax investigation conducted in 2011 falls under a reinvestigation under Article 81-4(2) of the former Framework Act on National Taxes, the Board of Audit and Inspection, which is not a tax authority that abuses or is likely to arbitrarily exercise its authority to conduct a tax investigation, notifies the Seoul Regional Tax Office to find errors in its regular audit process in 2008 and to correct changes in stocks from time to time, thereby conducting a tax investigation in 2011. Such notification by the Board of Audit and Inspection, which provides for exceptions that re-audit is permissible, constitutes “all kinds of taxation data” under the former part of Article 63-2(2) of the former Enforcement Decree of the Framework Act on National Taxes, and thus, the tax investigation conducted in 2011 does not constitute illegal reinvestigation that violates Article 81-4(1) and (2) of the former Framework Act on National Taxes.

Therefore, this part of the plaintiffs' assertion is without merit.

F. Determination as to the assertion on unfair non-declaration of duty

1) Article 47-2(1) of the former Framework Act on National Taxes (amended by Act No. 911, Jan. 1, 2010) provides that “where a taxpayer fails to file a tax base return by the statutory due date of return, an amount equivalent to 20/100 of the calculated tax under tax-related Acts shall be added to the payable tax amount or deducted from the refundable tax amount.” Article 47-2(2) of the former Enforcement Decree of the Framework Act on National Taxes provides that “where a taxpayer fails to file a tax base return by the statutory due date of return, an amount equivalent to 40/10 of the calculated tax amount under tax-related Acts shall be added to the payable tax amount or deducted from the refundable tax amount.” Article 27(2) of the former Enforcement Decree of the Framework Act on National Taxes provides that “in cases where a taxpayer violates the duty to report on the tax base or the amount of national tax by improper means (referring to the methods prescribed by Presidential Decree, on the basis that the taxpayer conceals or disguises all or part of the fact that served as the tax base or the amount of national tax amount of national tax, fraudulent or fraudulent.”

In full view of the regulatory structure of Article 47-2 of the former Framework Act on National Taxes and the language and text of each subparagraph of Article 27(2) of the former Enforcement Decree of the Framework Act on National Taxes, the reason behind imposing additional taxes is that: (a) where all or part of the facts, which serve as the basis for calculating the tax base or amount of national tax, are concealed or pretended, it is impossible or considerably difficult to impose and collect taxes; and (b) imposing additional taxes much higher than the case of a general non-declaration that is not in accordance with the “unfair method” in order to induce a taxpayer to faithfully report the tax base; and (c) Article 27(2) of the former Enforcement Decree of the Framework Act on National Taxes, supra, stipulates that the purpose of evading national taxes is necessary to fall under “unfair method” under Article 6 of the former Enforcement Decree of the Framework Act on National Taxes, which can be seen as “an unlawful method.” Therefore, it is difficult to determine that a return of tax base, which is the requirement of “unfair tax evasion” under Article 47-2(2(1)1)1)13) of the former Framework Act, 20.

2) There is no direct evidence to acknowledge that the instant list or share certificates were prepared in a false manner after 2004, and there is a possibility that Nonparty 1 was prepared before 2004 and managed in a secret interest.

However, in full view of the following circumstances revealed by the facts as seen earlier, the reason why Nonparty 1 prepared and managed the instant list on the confidential basis may be deemed to have included the purpose of evading tax. Nonparty 1’s act constitutes “cases where a return of tax base was not filed in an unjust manner” under Article 47-2(2) of the former Framework Act on National Taxes, which provides for imposition of additional tax without filing a return of tax base on July 9, 2008, when there was a donation of the instant shares around 1991 and around 1994, and around 2008, when there was a donation of the instant shares, the period for exclusion was already set. The Plaintiffs did not file a return of tax base on the following day after being notified of the result of the tax investigation in 2008, even if Nonparty 1 received the donation of the instant shares from Nonparty 1. Therefore, it is reasonable to deem that the Plaintiffs’ act constitutes “cases where a return of tax base was not filed in an unjust manner.”

① As alleged by the Plaintiffs, even if Nonparty 1 completed the transfer of ownership of the instant shares in the name of the Plaintiffs on the instant list on around 1991 and around 194, the instant list was not drafted for the purpose of carrying out the business related to the shareholders and shares of a lot tourism development inside and outside of Korea, but was private prepared as evidence of ownership of the instant shares to be used for the purpose of stock management, etc., and kept on a confidential basis. Nonparty 1, as well as Nonparty 1, who was a major shareholder, prepared the record of ownership of the instant shares under the name of the Plaintiff and prepared the list under the name of the Plaintiff to deal with the internal and external affairs of the shareholders and shares of the tourist development, thereby making it clear that the data on ownership of the instant shares were either double or double.

② From May 1, 1978, Nonparty 1 began to manage the instant shares in the name of Nonparty 5 and Nonparty 6 from the time on which a report on the change of shares was made, Nonparty 1 changed the name of the trustee on March 3, 1991 and around March 194. Nonparty 1 completed a report on the change of the name of the real owner in order to avoid the presumption of donation of the title trust property under Article 43 of the former Inheritance and Gift Act on around 1998. Nonparty 1 was a beneficial shareholder until around 1998, and was actually managed the instant shares in the name of Nonparty 3 and Nonparty 2, and there was no actual donation of the instant shares to the Plaintiffs, and the instant report is highly likely to have been prepared retroactively thereafter.

(3) Nevertheless, Nonparty 1 filed a lawsuit against himself in 2004 against Nonparty 3 and Nonparty 2 against the purport of the conversion of real name, and received the judgment of the court ordering the transfer of ownership title of the instant shares from Nonparty 1 himself in the name of Nonparty 3 and Nonparty 2. In addition, Nonparty 1 notarized a letter of commitment to the effect that the Plaintiffs are the actual owners of the instant case and the Nonparty 3 and Nonparty 2 are the title trustee, thereby confirming that the Plaintiff is the actual owners of the instant case and Nonparty 3 and Nonparty 2 was the title trustee. From March 1991 and March 194, 194, the beneficial shareholder who managed the instant shares under title trust was not Nonparty 1, but also the evidence to see that he was the Plaintiffs who were donated by him around that time.

④ After that, the Seoul Regional Tax Office’s tax investigation was conducted in 2008 with respect to the fact that the beneficial shareholder filed a report on the instant shares in the name of Nonparty 3 and Nonparty 2 as of June 2006 in the listing process of the Tourism Development, but the Plaintiffs concluded that the instant shares were donated to Nonparty 3 and Nonparty 2 in the name of Nonparty 1 on March 3, 1991 and around March 1994, the Plaintiffs were entitled to receive unfair benefits from the exclusion period of imposition as to the donation of the instant shares by changing the title from the name of Nonparty 3 and Nonparty 2 to the public in the name of the Plaintiffs.

3. Conclusion

Therefore, the plaintiffs' claims shall be dismissed in its entirety due to the lack of the reasons. Accordingly, the judgment of the court of first instance is just and the plaintiffs' appeal is dismissed in its entirety as it is without merit. It is so decided as per Disposition.

[Attachment Omission]

Judges Kim Woo (Presiding Judge)

1) Article 26(1)1 of the former Framework Act on National Taxes (amended by Act No. 4743, Mar. 24, 1994) that applies to the Plaintiffs’ assertion regarding the gift in 191 and 194 (see, e.g., Supreme Court Decision 10 years from the date on which the exclusion period for imposition of gift tax can be imposed.