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1. Of the disposition imposing corporate tax for the year 2009, the Defendant imposed on the Plaintiff on January 2, 2013, KRW 1,916,145,541 and each of them.
Reasons
1. Details of the disposition;
A. The Plaintiff (former: Limited Company B) is a company established on June 1, 2005 and engaged in housing construction business, etc.
The Plaintiff merged with C on September 28, 2009, and merged D, E (hereinafter “former E”) and A (hereinafter “former A”) on April 29, 2010.
Since July 12, 2010, the trade name of the plaintiff was changed from the limited company B to the limited company A.
(hereinafter referred to as “B prior to the merger.” Meanwhile, after the merger, the Plaintiff comprehensively succeeded to the rights and obligations of both E and A prior to the merger, but, for convenience below, the Plaintiff is divided into the aforementioned corporations prior to the merger.
Prior to the merger, E, B, etc. was an affiliated company of F Co., Ltd. (hereinafter “F”), and was established for the purpose of constructing and selling apartment in G district located in Kimhae-si in 2005. After the completion of apartment sale, only one corporation was merged with the Plaintiff and continued to exist.
The current status of shareholders of each of the above corporations prior to the merger as at the time of the business year 2009 shall be as shown in the list of shareholders by the following corporations:
Category BD 32,00 EJ 12,40 J 13,950 H 25,600 I 6,200 O 12,400 L 3,100 L 3,170 2,170 P 1,550 N 1,550 N 1,550 - The current status of shareholders of each corporation prior to the merger -
C. Article 21(2) of the articles of incorporation of A prior to the merger provides that “The retirement allowance of an executive officer shall be governed by the rules on payment of retirement allowances for executive officers determined by a resolution at a general meeting of partners.” Article 25(Transitional Provisions) provides that “The provisions on retirement allowances under Article 21(2) shall apply from July 1, 2009.”
On October 30, 2009, the above company held a temporary general meeting of members, and passed a resolution on the payment of retirement allowances to the effect that the amount of retirement allowances upon retirement of an executive (director and auditor) is “average wage for three months immediately before retirement x the number of years of service x the payment rate (20 times).”