The disposition imposing the income tax on the Plaintiff by deeming that the transfer of the Plaintiff’s outstanding shares constitutes deemed the constructive dividend due to capital reduction is justifiable.

As part of the capital reduction procedure, the instant company’s acquisition and retirement of the instant shares, which are treasury shares, are deemed to have been retired. As such, the Plaintiff’s transfer of the instant shares to the instant company is deemed to be deemed as deemed deemed a constructive dividend from capital

Article 17 of the Income Tax Act

2015Guhap67847 global income and revocation of such disposition

AA

Head of Sungbuk Tax Office

on October 2016 20

on October 10, 2016

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Cheong-gu Office

The Defendant’s global income tax of KRW 000,000 (including additional tax) for the year 2010,000, paid to the Plaintiff on May 29, 2014

The imposition disposition shall be revoked.

1. Details of the disposition and the procedure of the preceding trial;

A. The Plaintiff and the instant company’s share acquisition agreement and payment of the price

1) 원고는 2008. 4. 22. ㅇㅇㅇㅇ 주식회사(이하 '이 사건 회사'라 한다)와 사이에 이 사건회사가 원고로부터 이 사건 회사의 권면액 5,000원인 보통주 30,000주(이 사건 회사 주식 중 30%, 이하 '이 사건 주식'이라 한다)를 위 주식의 평가 총액에서 원고의 이 사건회사와 ㅇㅇㅇ에 대한 차용금채무 합계액 00억 000만 원을 공제한 금액에 양수하기로하는 내용의 주식양수도계약을 체결하였고, 당시 이 사건 회사의 주식 50,000주를 보유한대주주이던 조윤호는 같은 날 이 사건 회사의 원고에 대한 위 계약에 따른 채무를 연대보증하였다(이하 '이 사건 1차 계약'이라 한다).

2) The Plaintiff, the instant company, and BB on August 14, 2008: ① the transfer price of the instant shares is KRW 000 million; ② all obligations owed to the Plaintiff Company and BB, including the said KRW 00 billion, are extinguished; ③ The instant company agreed to pay to the Plaintiff damages for delay in addition to the annual rate of KRW 6% if it exceeds the annual payment date (hereinafter referred to as “agreement”).

3) On September 10, 2008, the Plaintiff, the instant company, and the BB agreed to conclude a stock acquisition agreement separately before the remaining payment date, referring to the stock acquisition amount under the Inheritance Tax and Gift Tax Act (hereinafter “Inheritance Tax and Gift Tax Act”) after the settlement of accounts of the instant company on December 10, 208.

4) The Plaintiff received respectively payment of KRW 00 billion from the instant company on April 22, 2008, KRW 00 billion on August 14, 2008, KRW 00 billion on September 30, 2008, and KRW 00 billion on September 30, 2008.

B. Progress of the relevant lawsuit and Plaintiff’s receipt of deposit money

1) On March 6, 2009, the Plaintiff filed an application against the instant company and BB for an order to pay the remainder of KRW 00 billion out of the transfer price of the instant shares (=the remainder of KRW 00 million as of September 30, 2008 + KRW 00 million as of December 31, 2008 + KRW 00 billion as of February 28, 2009) and its delay damages (Seoul Central District Court Decision 2009Da25363). The Plaintiff filed an objection against the instant company and BB on March 19, 2009 and filed an objection against the payment order on March 19, 2009 to pay the Plaintiff’s share certificates at the same time (Seoul Central District Court Decision 2009Da36300, May 20, 200). The Plaintiff and BB were jointly and severally paid the instant share certificates to the Plaintiff from the Seoul Central District Court 2009.

2) The Plaintiff appealed against the above judgment, and on July 9, 2010, the company BB and the Plaintiff jointly and severally paid the Plaintiff KRW 000,000,000,000,000 to the sum of the above KRW 0 billion and the damages for delay thereof, until August 31, 2010, and the mediation was concluded that the Plaintiff shall pay KRW 00,000,000,000 to the Plaintiff by September 30, 2010 (Seoul High Court 2009Na000).

3) The instant company deposited KRW 0 billion on August 30, 2010, KRW 200 billion on September 29, 2010, and KRW 0 billion on October 28, 2010. The Plaintiff received KRW 0 billion on November 15, 2010.

C. Agreement cancellation and acquisition of shares between the Plaintiff and BB, CCC, and DD

1) The Plaintiff and the instant company resolved all of the instant first contract and the agreement dated August 14, 2008, and September 10, 2008 (hereinafter collectively referred to as “the instant first contract, etc.”).

2) On December 20, 2010, the Plaintiff, the shareholders of the instant company, BB, CCC (BB’s partner), and DD (BB’s partner) agreed to purchase and sell the instant shares at the amount appraised by Samil Accounting Firm pursuant to the Inheritance Tax and Gift Tax Act after the closing of the business year 2010 of the instant company, and according to BB, CCC, and DD’s share ownership ratio, BB among the instant shares was 21,429 shares, CCC, 6,429 shares, and 2,142 shares (hereinafter “Agreement on December 20, 2010”).

3) On June 24, 201, the Plaintiff entered into a contract with BB to sell 000 shares out of the shares of this case to 000 won (the amount calculated by adding 00 won per share to the price of the shares of this case as the base date on April 1, 2010) and to pay 0,000 won out of the share purchase price to BB by acquiring the Plaintiff’s debt of loans equivalent to the same amount of loans to the instant company. In addition, on June 24, 2011, the Plaintiff entered into a contract to transfer 00 shares out of the shares of this case to CCC to 00 won (one hundred won per share), and the Plaintiff entered into a contract to transfer 00 shares out of the shares of this case to DD to 00 won (hereinafter collectively referred to as “contract between B, C, D and the Plaintiff”).

4) The Plaintiff received KRW 000 from BB on June 24, 2011 (i.e., the share purchase price of KRW 000,000, - the debt acquisition amount of KRW 000), 000, and 000 from CCC.

D. Plaintiff’s report and payment of capital gains tax

On August 31, 2011, the Plaintiff reported and paid KRW 0000,000 capital gains tax with the transfer value of the instant shares as KRW 0 billion ( KRW 000 per share x 000 shares).

E. Consideration reduction of the company of this case

1) BB, CCC, and DD, the shareholders of the instant company, held a temporary shareholders’ meeting on July 11, 201, and passed a resolution to purchase and retire 000 won per share of 000 shares issued by the instant company from among the shareholders who desire to hold 000 shares out of the total number of shares issued by the instant company, and to reduce the total number of shares issued by the instant company to 000 shares, and the capital to 000 won.

2) On July 13, 2011, the instant company publicly announced that any creditor who has an objection to the reduction of capital by disclosing the details of the resolution for capital reduction at a cost. The instant company changed the total number of issued and outstanding shares to KRW 10,000 (ordinary shares) on August 11, 201, the total amount of capital at KRW 10,000 (ordinary shares) and the total amount of capital at KRW 000, and completed the registration for modification on August 24, 201.

F. Disposition imposing global income tax on the Plaintiff in 2011

On May 22, 2014, the Defendant returned and paid the transfer income tax to the Plaintiff, and on the ground that the substance of the stock transfer transaction in the instant case is capital transaction for the purpose of stock retirement, and thus, the Plaintiff constitutes deemed dividend in excess of the acquisition value of the instant stocks, and accordingly, notified the Plaintiff of the correction and notification of the global income tax amount of KRW 000 (including additional tax) for the year 201 (hereinafter referred to as “disposition of this case”), and the Plaintiff received the said tax payment notice on May 29, 2014.

(g) Procedures for the previous trial;

The plaintiff filed an appeal on August 26, 2014, but the Tax Tribunal decided to dismiss the plaintiff's appeal on April 21, 2015.

[Reasons for Recognition] Unsatisfy, Gap's 1 to 7, 14, 17, 19, 20, 24, 25, 31, and Eul's 1;

Each entry in the evidence of any kind (including the relevant number), the whole purport of the pleading, and the purport of the whole pleading, 10,13, 15, 16, 17

2. Whether the instant disposition is lawful

(a) Relevant statutes;

It is as shown in the attached Form.

(b) the existence of procedural defects;

1) The plaintiff's assertion

The Director of the Seoul Regional Tax Office, the investigating authority, sent only the instant company the explanatory guide about the instant disposition on June 2013, and did not send the explanatory guide to the Plaintiff, and did not separately notify the Plaintiff of the tax items to be investigated, the period of investigation, the reason for investigation, etc. In such a case, the instant disposition is unlawful in violation of the prior notice procedure of the tax investigation.

2) Determination

According to the main sentence of Article 81-7 (1) of the Framework Act on National Taxes, where a tax official conducts a tax investigation excluding the investigation of a tax offense under the Procedure for the Punishment of Tax Evaders Act, he/she shall notify a taxpayer to be investigated (where a taxpayer designates a tax manager and reports it to the head of the competent tax office, a tax manager) of the items of taxation to be investigated, the period and reason for the investigation

In full view of the overall purport of evidence evidence Nos. 4, 5, and 34, the Seoul Regional Tax Office reviewed the tax base return and tax amount of corporate tax submitted by the instant company, documents attached thereto, and the company’s explanation materials as to whether the acquisition price of the instant shares and the acquisition price of the instant company’s capital constitutes deemed dividend, and provided the Plaintiff with a revised return on September 5, 2013 regarding the transfer of the instant shares as global income tax. On December 2, 2013, the Seoul Regional Tax Office may recognize the fact that: (a) deeming the transfer income of the instant shares as deemed dividend and notified the Plaintiff that the Plaintiff would be notified of KRW 000 by correcting the total income tax reverted to year 201, and (b) notifying the Plaintiff that the Defendant issued the instant disposition to the Plaintiff on May 22, 2014.

According to the above facts, the director of the Seoul Regional Tax Office analyzed relevant data as part of the ex post facto verification of the corporate tax reported and paid by the company of this case, and notified the Defendant of the data for taxation, and the tax authority did not conduct a tax investigation with respect to the Plaintiff before the instant disposition. Therefore, it cannot be said that the Seoul Regional Tax Office or the Defendant did not have a duty to notify the Plaintiff of the tax items to be investigated, the period of investigation, the reason for investigation, etc. as part of the prior notice prior to the instant disposition. Furthermore, it is deemed that the Plaintiff was sufficiently given the opportunity to vindicate the Plaintiff through the notification of revised tax return as of September 5, 2013 and the prior notice of taxation as of December 2,

Therefore, there is no procedural defect in violation of the prior notice procedure of the tax investigation in the disposition of this case. The plaintiff's assertion on this part is without merit.

C. Whether the sale of the instant shares constitutes a stock retirement transaction

1) The plaintiff's assertion

Although the name of the assignee of the instant primary contract is the instant company, the Plaintiff and BB concluded the instant primary contract according to their agreement between the Plaintiff and BB to purchase the instant shares. Therefore, the parties to the instant primary contract are the Plaintiff and BB. Even if the Plaintiff and BB did not agree with each other, the parties to the instant primary contract are the parties to the instant primary contract, considering the developments leading up to the instant primary contract, the details of the instant primary contract, etc.

However, as the Plaintiff won the instant lawsuit in favor of the Plaintiff and the transferee of the instant shares became the instant company, the Plaintiff was at risk of incurring high-rate dividend income tax, and accordingly, the Plaintiff demanded BB to change the parties to the instant contract to BB as originally agreed. Meanwhile, BB determined that the amount to be additionally paid to the Plaintiff when calculating the sales price of the instant shares based on the business year 2010 when the business of the instant company was in existence as of 2008, and that the amount to be additionally paid to the Plaintiff was reduced. On the other hand, upon receiving the Plaintiff’s request for change of the parties, the Plaintiff and BB concluded the instant secondary contract in accordance with the agreement to rescind all the instant primary contract, etc. and to comply with the substance of the instant agreement. Accordingly, the Plaintiff and BB concluded the instant secondary contract to be effective as a transaction between the Plaintiff and the shareholders of the instant company, the income subject to transfer of the instant shares is merely a transaction subject to the transfer income tax.

However, the Defendant: (a) deemed the sale and purchase of the instant shares as the retirement of shares, which are capital transactions between the Plaintiff and the instant company; and (b) constituted the Plaintiff’s income arising from the sale and purchase of the instant shares as dividend based on deemed dividend; and (c) made the instant disposition. Although there was a serious dispute between the Plaintiff and the contracting party to the purchase and sale of the instant shares, the process of determining the contract amount, the process of paying the price, and the Plaintiff, the instant company, and the instant company’s shareholder BB, etc. in the process of paying the price, the Defendant, without reasonable grounds, denied the validity of the instant secondary contract by deeming that the Plaintiff, the instant company, BB, etc. conspired to enter into a false contract with the instant company, not BB, etc

2) Relevant legal principles

A) According to Article 108(1) of the Civil Act, a false declaration of intent made in collusion with the other party is null and void. According to Article 14(2) of the Framework Act on National Taxes, the provisions on the calculation of tax base in the tax-related Acts concerning income, profit, property, act or transaction, regardless of the name or form of the income, profit, act or transaction, shall be applied in substance. On the other hand, according to Articles 17(1)3 and 17(2)1 of the Income Tax Act, the value of the money acquired by the shareholder due to a retirement of shares or reduction of capital, and other property acquired by the shareholder, shall be deemed to have been distributed to the relevant shareholder in excess

B) Fictitious dividend under Article 17(1) of the Income Tax Act is an economic benefit similar to actual cash dividend in cases where a profit reserved in the company is reverted to a shareholder or an investor in the form of a legal reserve, earned surplus reserve, or other voluntary reserve, not distributed out of the surplus in the company’s corporate management performance, and such profit is deemed as a dividend in light of the principle of equity in taxation. Here, whether the sale of stocks falls under the transfer of stocks, which are assets transaction, or the retirement of stocks or the refund of capital, which are capital transactions, is a matter of interpretation of a legal act, and shall be determined based on the contents and intent of the relevant transaction. However, in light of the principle of substantial taxation, the entire process of the transaction, such as the process of concluding the contract, the method of determining the price, and the progress of the transaction, should be determined based on the actual understanding of the relevant parties’ intent and the relevant parties’ intent (see, e.g., Supreme Court Decisions 2001Du627, Dec. 26, 2002>

(iii) the facts of recognition

A) In concluding the instant first contract, the Plaintiff, the instant company, and BB agreed that the amount of stock valuation was determined and that the Plaintiff and the instant company should conclude a separate contract for stock transfer or acquisition for reporting to the instant company or to the person designated by the instant company.

B) As of December 31, 2009, the audit report for the business year 2009 regarding the instant company stated KRW 0 billion as an advance payment for shares to the Plaintiff of the instant company as of December 31, 2009.

C) The Plaintiff, on April 22, 2008, signed a monetary loan agreement and receipt as of April 22, 2008, the amount of the loan was KRW 00 million, and the money loan loan agreement and receipt as of August 14, 2008, the amount of the loan was KRW 00 million, as of August 14, 2008, and the agreement and receipt as of September 30, 2008, the money loan loan agreement and receipt as of August 30, 2010, the amount of the loan was KRW 00 billion, and the money loan loan agreement and receipt as of September 30, 2010, and the money loan loan agreement and receipt as of September 29, 2010, as of October 28, 2010, and issued it to the instant company.

D) As of December 31, 2010, the audit report on the instant company in the business year 2010 stated KRW 0 billion as the short-term claim against the Plaintiff of the instant company as of December 31, 2010.

E) On June 24, 201, the Plaintiff paid to the instant company KRW 0 million on the pretext of the borrowed amount (the amount calculated by deducting the debt amount of BB’s KRW 00 billion from the aggregate of the Plaintiff’s debt amount of the instant company prior to the instant primary contract, KRW 0 million, and KRW 0 billion from the deposit amount, and KRW 0 billion from the debt amount of BB’s debt acquisition amount), and 0000 on the pretext of the borrowed amount (=000 won + KRW 00000 + KRW 00000) on the pretext of the borrowed amount.

F) On June 24, 2011, BB, CCC, and DD paid to the Plaintiff a total of KRW 0 billion with the instant company’s funds (i.e., KRW 0 billion with the purchase price of the instant shares - KRW 0 billion with the debt assumption amount of KRW 0 billion with the BB’s debt assumption amount). The instant company included KRW 000 with the provisional payment against BB, KRW 000 with the provisional payment against CCC, and KRW 000 with the provisional payment against DD.

G) On August 11, 201, the instant company set off the capital reduction cost to be paid to BB, CCC, and DD, while reducing the capital for the common share of 000 shares.

[Reasons for Recognition] Unsatisfy, Gap evidence 3, 7, 14, 32, 40, Eul evidence 2 through 7, 19, Eul

11-1 through 4 of evidence of No. 11, each entry of No. 12-2 of evidence No. 12, and the purport of the whole pleadings.

4) Determination

A) Since BB is also the Plaintiff and the Plaintiff prepared the instant contract by designating the parties to the instant first contract as the Plaintiff and the instant company, it is difficult to deem that the Plaintiff and the Plaintiff asserted that there was a mutual agreement between the Plaintiff to have the transferee of the instant shares pursuant to the instant first contract, etc., BB as BB. Moreover, taking full account of the following circumstances, which can be known by adding the overall purport of the pleadings to the aforementioned facts, evidence Nos. 18 and evidence Nos. 20, the parties to the instant purchase and sale of the instant shares pursuant to the instant first contract, etc., should be deemed the Plaintiff and the instant company.

(1) The Plaintiff was directly paid the sales price of the instant shares under the instant primary contract, etc. from the instant company.

(2) As of December 31, 2009, after the payment of the down payment and the intermediate payment under the instant first contract, etc., the instant company recognized the Plaintiff as an advance payment of the purchase price of the Plaintiff the sum of KRW 2.4 billion for the instant company’s loan debt KRW 50 million for the instant company, ② the down payment KRW 100 million, ③ the intermediate payment KRW 426 million as of August 14, 2008, ④ the intermediate payment KRW 424 billion as of September 30, 2008 (as seen below, if the instant company handled the instant company’s short-term financial claim as of December 31, 2010 with respect to the Plaintiff, it appears that the agreement for the rescission of the instant first contract, etc. is to be the act to pretend the cancellation of the instant contract).

(3) The Plaintiff filed the instant lawsuit on the ground of the instant primary contract, etc., where part of the purchase price of the instant shares was not paid under the instant primary contract, and based on the instant primary contract, etc., that the instant company was the transferee of the instant shares and the BB was the joint and several surety of the instant company’s debt owed to the Plaintiff.

(4) On September 8, 2008, EE, an employee of the instant company, had the intent to conclude the agreement on September 10, 2008, and sent the draft agreement to the Plaintiff on September 10, 2008, and there is no evidence to deem that EE was acting as an agent of BB.

B) In addition, considering the aforementioned facts, the aforementioned evidence and the following circumstances revealed from the overall purport of the pleadings as seen earlier, and the following circumstances, it appears that the instant first contract was rescinded, and the agreement dated December 20, 2010, and the instant second contract was merely a series of fictitious acts performed with the aim to reduce the global income tax burden on constructive dividend.

(1) The Plaintiff, the instant company, and BB entered into the instant primary contract, and the Plaintiff agreed to conclude a separate agreement on the acquisition of shares for reporting to the instant company or to the person designated by the instant company, so the amount of stock valuation becomes final and conclusive, and thus, there was an agreement among them that the Plaintiff may prepare a stock acquisition agreement with a different transferee of the instant shares for the purpose of reducing the amount of tax to be paid and paid. The Plaintiff, the instant company, and BB appears to have entered into the instant secondary contract for the purpose of reporting and paying transfer income tax lower than global income tax according to such agreement.

(2) In the instant lawsuit, following the agreement between the Plaintiff and the instant company and BB on July 19, 2010, the sales price of the instant shares and delay damages under the instant primary contract, etc. were determined to be KRW 000 (i.e., KRW 000 + the adjusted amount + KRW 0000 + the Plaintiff’s obligation to the instant company and BBB, which was deducted from the sales price pursuant to the instant primary contract, etc. prior to the formation of the conciliation; and (ii) the Plaintiff received KRW 00 billion deposit on November 15, 2010, thereby completing the instant stock transaction pursuant to the instant primary contract, etc. In addition to the mitigation of tax burden, the Plaintiff, other than the reduction of tax burden, agreed upon the instant primary contract, etc., and changed the sales price by agreement and agreement on December 20, 2010, and did not find any reasonable grounds for the change of the parties to the instant secondary contract.

(3) At the time of the conclusion of the instant secondary contract, BB and CCC, the wife of the instant company, held 70% of the shares issued by the instant company, and thus, it had already secured management rights of the instant company. In addition, in a special shareholders meeting held on July 11, 201, which was held on July 11, 201, that did not reach one month from June 24, 2011 when the purchase price of the instant shares was paid to the Plaintiff under the instant secondary contract, BB, CCC, and DD resolved to reduce capital to 000 shares of the instant company’s ordinary shares, including the instant shares, as the shareholder of the instant company. In light of these circumstances, it is difficult to deem that there was a need for BB, CCC, and DD to promptly retire shares for the purpose of securing capital reduction without consideration.

(4) BB, CCC, and DD paid the purchase price of the instant shares under the instant secondary contract with the provisional payment of the instant company (in the manner that BB pays part of the purchase price of the instant shares, KRW 00 billion, which was disposed of by the Plaintiff from the Plaintiff, as the method of paying part of the purchase price of the instant shares, was also deemed to have been appropriated as the provisional payment for BB of the instant company on June 24, 2011, and the said KRW 000 billion was paid as the provisional payment for BB of the instant company, and the said KRW 000 million was paid as the provisional payment for the Plaintiff by BB to the Plaintiff as the provisional payment for the instant company, and the economic substance is the same) thereafter, it was treated that the provisional payment for the instant company was merely the acquisition and retirement of the instant shares on the account of the instant company, and did not have been made as the price for the instant shares.

(5) The plaintiff was external appearance that the company of this case as a result of the rescission of the agreement on the first contract of this case, etc., and as to the restoration of the original contract of this case, 00 billion won (in lieu of the payment of the purchase price of the shares of this case under the first contract of this case, 50 million won was added to the plaintiff's existing debt to the company of this case and 00 billion won that the plaintiff received from the company of this case) and its interest were returned (the amount of KRW 0 billion out of 0 billion was acquired by BB and paid to the company of this case after the remainder of 00 billion was paid to the company of this case). However, if the financial transaction details of the plaintiff were to be followed at time, the plaintiff seems to have returned part of D and CCC's provisional payment amount to D and CCC as to the company of this case (= KRW 00 million paid by DD £« ＋ with the above principal and interest amount of KRW 00 million as to the above loan amount.

(6) The plaintiff asserts that the company of this case was restored to its original state following the cancellation of agreement of this case, etc. by repaying KRW 0 billion and interest thereon in accordance with each loan agreement of this case which was concluded with the company of this case. However, the agreement of this case was signed and sealed only by the plaintiff, and there is no seal of the company of this case. ② On April 22, 2008 and August 14, 2008, when the purchase price of this case was paid in accordance with the first agreement of this case, etc., it seems that the plaintiff and the company of this case were not well-founded to enter into a loan of this case on September 30, 208, and the receipts of this case were 200 billion won as of December 31, 2009, and the receipts of this case were 1.5 billion won as of 200 billion as of 200,000 won as of 200,000 won.

C) If so, the cancellation of the agreement of the first contract, etc. of this case, the agreement dated December 20, 2010, and the second contract of this case constituted a false representation for the purpose of tax avoidance, and thus becomes null and void. Thus, the plaintiff eventually transferred the shares of this case to the company of this case, not BB, CCC, and DD.

In addition, considering the following circumstances revealed from the aforementioned factual basis, the instant case

The company should be deemed to have acquired and retired the shares of this case, which are treasury shares, as part of the capital reduction procedure, so the transfer of the shares of this case to the company of this case constitutes capital transactions.

(1) According to Articles 341 and 341-2(1) of the former Commercial Act (amended by Act No. 10600, Apr. 14, 201; hereinafter the same), the case where a company may acquire its own shares on its own account in excess of 10/100 of the total number of shares issued and outstanding, is limited to (1) when it is intended to retire shares; (2) when it is due to a merger of a company or an acquisition of an entire business of another company; (3) when it is necessary to achieve its purpose in executing the company’s rights; (4) when it is necessary to dispose of shares; and (5) when it is necessary to exercise the shareholder’s appraisal right at the time of concluding the first contract, etc.; and (2) there is no evidence to prove that there was a cause falling under the above (5) or (5)

(2) In fact, the instant company retired 000 common shares of the instant company, including the instant shares, at a cost, and reduced its capital.

(3) Article 342 of the former Commercial Act provides that "the company shall comply with the procedures for stock invalidation without delay in the case of Article 341 subparagraph 1 of the same Article, and in the case of subparagraphs 2 through 5 of the same Article and the proviso of Article 341-3, the company of this case shall dispose of the shares or pledge at a reasonable time." As seen earlier, the company of this case retired the shares of this case after acquiring the shares of this case and did not make efforts to dispose of them to a third party, and it seems difficult to dispose of the shares of this case to a third party other than the shareholders of the company of this case as non-listed shares. Therefore, the company of this case seems

D) Therefore, the difference between the purchase price of the instant stocks corresponding to the “money acquired by a shareholder due to the retirement of stocks or reduction of capital and the amount needed by the Plaintiff to acquire the instant stocks shall be deemed as income from deemed dividend under Article 17(1)3 of the Income Tax Act. The Plaintiff’s allegation in this part is without merit.

D. Whether the calculation of tax amount is lawful

1) The plaintiff's assertion

If the instant company is the actual party to the sales of the instant shares, the instant company was holding 000 shares of its own shares at the time of capital reduction for consideration, and the instant company was subject to a special resolution of the temporary general shareholders’ meeting as of July 11, 201, and thus, 000 shares, which are 0% of the shares sold by the Plaintiff, were retired as 0% of the shares sold by the Plaintiff. Therefore, the instant shares sales price and the purchase price of the instant shares should be calculated as 0% of the difference between the acquisition price of the instant shares and the purchase price of the instant shares, and the Defendant calculated the total difference between the purchase price of the instant shares and the acquisition price of the instant shares as the amount of deemed dividend,

2) Determination

BB, CCC, and DD, the shareholders of the instant company, as seen earlier, shall be July 11, 201.

At the temporary general meeting of shareholders held, the company purchased and resolved to retire 000 won per share from the shareholders who desire to acquire 000 shares out of the total number of shares issued by the company of this case. According to the resolution of capital reduction, the company of this case does not seem to have planned to reduce 000 shares per share equally for each shareholder. Thus, the prior plaintiff's assertion on this different premise is without merit.

E. Sub-decision

The instant disposition did not contain any defects asserted by the Plaintiff, and there is no separate ground to deem the instant disposition unlawful on the record. Accordingly, the instant disposition is lawful.

3. Conclusion

The plaintiff's claim of this case is dismissed without merit, and the costs of lawsuit are assessed against the plaintiff.

It is so decided as per Disposition with respect to the burden of charge.