Seocho 2013west 2741 (Law No. 138.05)

A beneficial shareholder who has paid subscription money for new shares issued by the company of this case is a representative director who uses the name of the plaintiff.

The representative director of the instant company was convicted of forging the Plaintiff’s subscription form for new shares under the Plaintiff’s name without the Plaintiff’s consent on the grounds that he forged the Plaintiff’s subscription form, the receipt of shares, and the subscription form for new shares issued under the Plaintiff’s name, and the subscription form for new shares issued under the Plaintiff’s name was confirmed to have been borrowed from 00 to

Article 39 of the Inheritance Tax and Gift Tax Act

The revocation of revocation of imposition of gift tax by the Seoul Administrative Court 2013Guhap61753

- This 0

000 director of the tax office

on April 25, 2014

1. Gift tax on the donation received by the Defendant against the Plaintiff on February 20, 2013 from the Plaintiff on December 23, 2009, 257,781,100 won, and the gift tax on the donation received from the Plaintiff on December 23, 2009

257,781,100 won, and 170,687,320 won, respectively, shall be revoked.

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

The same shall apply to the order.

1. Details of the disposition;

A. On July 23, 2008, the Plaintiff was appointed as an auditor by L&C Co., Ltd. (hereinafter “00 L&C”), and resigned on August 23, 201. From August 23, 201, the Plaintiff was registered as an internal director of L&C from August 23, 201 to August 00.

B. On December 23, 2009, L&C issued 60,000 new shares (10,000 won per share) on December 23, 2009.

C. The Plaintiff renounced the right to receive new shares as follows, and 25,000 shares (hereinafter “instant shares”) and 00 shares (hereinafter “instant shares”) were additionally allocated 35,000 shares, which are the 00 L&C representative director.

D. The director of the regional tax office of 00 shall conduct an audit of the business affairs of the 00-year tax office, and even though the market price of the 00-year tax office was 94,600 won per share at the time of capital increase, the plaintiff was allocated 115,00,000 won per share (94,600 won per share) - the issue price per share (10,000 won per share) x 25,000 won x 25,000 won, and the head of the regional tax office notified the tax data to the effect that the taxation data should be imposed on the gift of 769,000 won received from the 00-year tax office as of December 23, 2013 (1) 1 of Article 39(1) of the Inheritance Tax and Gift Tax Act, 769,090,909 won per share) 257,781,709,781,70800 won per share.

E. The Plaintiff appealed and filed an appeal on April 26, 2013, but was dismissed on August 5, 2013.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 4, Eul evidence No. 1 (including branch numbers; hereinafter the same shall apply), the purport of the whole pleadings

2. The plaintiff's assertion

00, a representative director of 00 L&C, has forged the documents under the name of the plaintiff without permission of the plaintiff and paid the price for the shares after acquiring the shares. After transferring the shares to international trade in 000, he was paid the price for the shares. This is the substantial shareholder of the shares.

Therefore, the disposition of this case based on the premise that the Plaintiff is a shareholder of the shares of this case shall be revoked as it is unlawful.

3. Relevant statutes;

Attached Form is as shown in the attached Form.

4. Determination

(a) Facts of recognition;

1) In order to enter 00,000 won per share in the corporate register as if the capital of 00,00 S&C was increased on December 23, 2009 and accepted new shares under the name of the plaintiff, this0 had been ordered to issue 60,000 common shares of 10,000 won per share (the total amount of new shares issued 600,000,000 won) and distribute new shares at the request of the existing shareholders; (ii) the minutes of the board of directors under the name of the plaintiff; (iii) the new share subscription form under the name of the plaintiff to subscribe for 25,000 shares among the issued new shares; and (iv) the share subscription certificate under the name of the plaintiff to accept the shares; and (v) the shares of this case owned by the plaintiff on July 16, 200 per share were issued with a fine of 30,000 won per share transfer or takeover under the international trade contract; and (iii) the judgment was issued with a fine of 3000,00000,00000.

2) In the instant case, without the Plaintiff’s consent, the Plaintiff forged the new subscription form, the share subscription certificate, and the share transfer and takeover contract between the Plaintiff and the Plaintiff,000 international trade, and it stated that it is the substantial shareholder of the instant shares.

3) On July 2, 2010, the maximum00 entered into an investigation agency’s agreement on the transfer of the instant shares to international trade on July 2, 2010 without the Plaintiff’s permission, and the Plaintiff stated that the transfer of shares was made in the name of the Plaintiff in order to prevent 28,000 shares owned by the Plaintiff from becoming an oligopolistic shareholder.

4) On December 23, 2009, Lee 00 requested Song 00 to lend KRW 1 billion to anyone for the capital increase of the instant case. On December 23, 2009, Song 00 deposited KRW 250 million in the passbook in the name of the Plaintiff, KRW 350 million in the passbook in the name of Lee 00,000, KRW 350 million in the passbook in the name of the Plaintiff, and KRW 400 million in the passbook in the name of Lee n&C on December 24, 2009.

5) On the other hand, on July 7, 2010 between the Plaintiff and international trade trade 000, the Plaintiff entered into a contract on the transfer of the instant shares as KRW 16,000, total transfer value: KRW 400,000.

6) International trade 000 deposited USD 351,961 out of the transfer proceeds into the bank account in the name of 00 L&C on July 21, 2010 and USD 299,959 on July 22, 2010.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 6 through 11, the purport of the whole pleadings

B. Determination

1) A person registered as a shareholder in the register of shareholders shall be presumed to be a shareholder of the company and shall be deemed to be a shareholder of the company.

In order to reverse the shareholder's rights, there is a burden of proof on the part of denying the shareholder's rights.

2) Comprehensively taking account of the evidence adopted earlier, the Plaintiff was in office 00 L&C since 2008, as well as in office:

In particular, the Plaintiff was holding office as an auditor at the time of issuing new shares as of December 23, 2009; the Plaintiff was registered as a shareholder of 00 L&C’s 28,000 shares even after transferring the instant shares; and the Plaintiff filed a complaint against 00 shares after the instant disposition was issued on February 20, 2013 for the crime of forging private documents, etc.

However, the above facts can be acknowledged by taking into account the whole purport of the pleading.

In light of the above circumstances, it is difficult to view the Plaintiff as the actual shareholder of the instant shares, and it is reasonable to view that 00, which paid shares and exercised substantial rights, is the beneficial shareholder of the instant shares. Therefore, the instant disposition based on the premise that the Plaintiff is the actual shareholder of the instant shares, should be revoked as it is unlawful.

A) After concluding a monetary loan agreement on KRW 1 billion with this 00,000 on December 23, 2009, Song 00 deposited KRW 250,000,000 as the passbook in the Plaintiff’s name, KRW 350,000,000,000 as the passbook in the name of 00,000,000 won, and KRW 400,000,000,000 as the passbook in the name of 0 S&C on December 24, 2009. No money loan agreement was concluded between Song 00 and the Plaintiff. Accordingly, the person who actually paid the new shares in this case is zero.

B) After having taken over the instant shares, international trade 000 paid 00 L&C a transfer price including the instant shares, and the Plaintiff did not have received the transfer price of the instant shares from international trade or 00 L&C.

C) Without the Plaintiff’s consent, 00 was convicted of the charge that forged the Plaintiff’s subscription form for new shares, the certificate of subscription for shares, and the share transfer contract, and the judgment became final and conclusive.

D) Even if the Plaintiff, like the Defendant’s assertion, worked for 00 L&C’s audit, etc. since 2008, and allowed 00 to use the name explicitly or implicitly, the beneficial shareholder of the instant shares is 00, and the fact of such name lending does not affect the actual ownership of the instant shares.

5. Conclusion

Therefore, the plaintiff's claim of this case shall be accepted on the grounds of its reasoning, and it is so decided as per Disposition.