Seoul Administrative Court-2012-Gu Partnership-9420 ( October 07, 2014)

Since it is reasonable to deem that the Plaintiff has a place of actual management in Korea, the Plaintiff constitutes a domestic corporation.

It is reasonable to deem that the plaintiff has a real management place in Korea in light of the plaintiff's important management and commercial decision-making, the substance of the business, and the actual subject and the place of execution.

Article 1 (Definitions) of the Corporate Tax Act

Revocation of Disposition Imposing Corporate Tax

BBBCagro services

Head of Seocho Tax Office and one other

Seoul Administrative Court Decision 2012Guhap9420 decided October 7, 2014

on October 25, 2017

on October 07, 2017

1.The judgment of the first instance shall be modified as follows:

A. The portion exceeding KRW 2,957,744,812 among the disposition imposing corporate tax of KRW 3,021,505,260 on April 6, 201 that the head of the Seocho District Tax Office imposed on the Plaintiff for the business year 2006 and exceeding KRW 2,432,153,559 among the disposition imposing corporate tax of KRW 2,484,583,779 on November 19, 201 and the portion exceeding KRW 2,432,153,559 among the disposition imposing corporate tax of KRW 22,347,250,40,04 among the disposition imposing corporate tax of KRW 15,989,568,925 among the disposition imposing corporate tax of KRW 2,265,912,890 on the Plaintiff and each part exceeding KRW 1,502,36,516,560 among the disposition imposing corporate tax of KRW 2006.

B. The portion exceeding 366,297,080 won among the disposition of imposition of corporate tax of KRW 358,567,380 on July 13, 201 that the head of Seocho-gu imposed on the Plaintiff for the business year 2006 and the portion exceeding 298,64,120 won among the disposition of imposition of corporate tax of KRW 305,082,020 on April 10, 201 and the disposition of imposition of KRW 1,963,359,150 among the disposition of imposition of KRW 2,74,01,000 on KRW 305,082,00 for the business year 206 and the portion exceeding KRW 1,963,359,150 among the disposition of imposition of corporate tax of KRW 278,231,420 for the business year 209.

C. The plaintiff's remaining claims against the defendants are dismissed.

2. Of the total litigation costs, 90% is borne by the Plaintiff, and the remainder is borne by the Defendants, respectively.

1. Purport of claim

The Plaintiff: (a) each disposition imposing corporate tax listed in the separate sheet No. 1 (hereinafter referred to as "the separate sheet No. 1"; hereinafter the same shall apply to the specific method of imposition in the separate sheet No. 2 through No. 5; hereinafter the same shall apply) of the head of Seocho Tax Office on April 6, 201; (b) each disposition imposing corporate tax listed in the separate sheet No. 2 of November 19, 201; (c) imposition of additional tax listed in the third list; (d) imposition of corporate tax listed in the separate sheet No. 4 of July 13, 2011 by the head of Seocho-gu; and (e) imposition of corporate tax (including additional tax); and (e) imposition of corporate tax to be listed in the separate sheet No. 5 of April 10, 2013; (e) revocation of each disposition imposing corporate tax (including additional tax); (e) imposition of local income tax to be entered in the final written application for modifying the purport of claim and its tax payment notice, appears to have changed the tax item to be established.

2. Purport of appeal

A. The plaintiff

The part against the plaintiff falling under the order to revoke the below among the judgment of the first instance shall be revoked.

The part of the corporate tax (including additional tax) to be imposed on the Plaintiff among the imposition disposition of each corporate tax listed in the first list of April 6, 201 by the head of Seocho Tax Office on the corporate tax for the business year from 2007 to 2009, the part of the corporate tax for the business year from November 19, 2012, each of the additional tax listed in the third list, the imposition disposition of corporate tax for the business year from 2007 to 2009, the additional tax for each of the additional tax listed in the third list, the part of the resident tax (including the additional tax) to be imposed on the head of Seocho-gu Office on the corporate tax for the business year from 2007 to 209, and the resident tax (including the additional tax) to be imposed on April 10, 2013 as stated in the fifth list of the corporate tax (including the additional tax) to be imposed on the corporate tax for the business year from 207 to 2009.

B. The Defendants

The part of the judgment of the court of first instance against the defendants shall be revoked, and the plaintiff's claim against the defendants falling under the above revocation part shall be dismissed.

1. Details of the disposition;

This part of the judgment is identical to the corresponding part of the judgment of the court of first instance except for the following contents. Thus, it is accepted in accordance with Article 8(2) of the Administrative Litigation Act and the main sentence of Article 420 of the Civil Procedure Act.

○ 3 pages 20 for the business year ① 2006, the part on the imposition of additional tax for each corporate tax shall be 3 pages 4 for the following reasons:

(1) With respect to the business year 2006 and 2007, the imposition of additional corporate tax as described in the second list based on the proviso to Article 76(1)1 of the Corporate Tax Act (amended by Act No. 8141 of Dec. 30, 2006), the proviso to Article 76(2)1 of the Framework Act on National Taxes (amended by Act No. 9911 of Jan. 1, 2010), and Article 47-2(2) of the Framework Act on National Taxes for the business year 2009

○ 4. 8,10,18, and 21. "Local income tax" shall be considered as "resident tax to be corporate tax".

2. Related statutes;

Attached Form 5 is as shown in the relevant statutes.

3. Facts of recognition;

This part of the judgment is identical to the corresponding part of the judgment of the first instance except for addition, modification, and deletion of the following matters (from 8th to 133th to 5th). Therefore, it is accepted in accordance with Article 8(2) of the Administrative Litigation Act and the main sentence of Article 420 of the Civil Procedure Act.

○ 9 pages 3, “AAA Aar Service Ltd. Bathmas”, “AAAAAarer Service Ltd. Bathmas,” “Bathmas.”

The plaintiff was established in Hong Kong, around December 2005, on the 10th 6, 7th 10th 6, and 7th 7th :

On December 13, 2005, "FLAT/RM 2080, 28/F, COSCO TCO TUENNS x QUENAL" was established in Hong Kong and completed the registration thereof. "attached 1, 2 drawings" in 10 pages 10 shall be read as "attached 3-1, 2 drawings", and "(A5)" as "(A49-1, 2)".

After 13th 27th 27th 27th ", HaA and JeonB, KimCC et al. of the planning and management team have discussed in detail the establishment of a joint venture company in China between BB group and Sinonopool from early 2006 to Sinopool," and 13th 28th 28th 216 "B" are "B through 216."

○ 14 pages 16, 17, and 18 shall be advanced as follows:

8) On May 27, 2009, HA reported a proposal Re-Examination, a basic plan, and mutual Advantship between the Plaintiff and CCC (hereinafter referred to as “CCC”), which is a shipping agent, to the MAD (Reference: E, E, E, E). On May 27, 2009, HA explained that there exist two issues, such as transfer of one ship, and re-establishment of relationship with the president of EOO and/or President of EO. On May 28, 2009, HA submitted to E, E, E, E, to review the method of the Plaintiff’s joint investment in the marine transportation business in China by acquiring 49% of the shares of CCC (referring to B, A.8-71, 208).

○ 14. The following shall be added to 20 pages 14:

10) On October 30, 2007, Park Jong-D sent the title "O, E-E, and O-O, etc." (hereinafter "O-E-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O

○ 14. 22. The following shall be added to “(1) report, etc.”, and from 14. to 21.0 to 21.0, the following shall be added to “from (b) to (g).”

"(a) around 2003, NEW (HMC/KA) CAR CAR CARRIEROOTR-SN-SCHEME indicates that there is an approximate tool for investment structure, business operation, etc. in connection with the establishment of DD and EE EE EE EE ED," and NEW (HMC/KA) CARRRRIEROPPON-SCHEEE

(tentative) EEEE Bama

i.e. investment

- BB Holdings (limited to cases): 50% of Sare Holdings 50%

- Dorovis or their mandators (ester): 50% of Share Habolder

BUE COA

- HamC

- - KIA

T/C

- BB alone (Fleet Supy)

Terms and Conditions Agency Contracts (En Investment Trust)

- Korea Branch: Operation, Business, B/L Issuance, and all other services.

The contents are as follows (A.18,20):

RE : Pure Carrier Ochme

J/VOD DD (Panama)

i.e. investment

- BB Holdings (K only): 50% of the Sare Holdings 50%

- Korea Lotex (Korea): 50% of Sare Holdings

BUE COA

-transport of used cars;

- GM/Treatment

T/C

- Owners (AA Fleet)

Terms and Conditions Agency Contracts (En Investment Trust)

-B Transfer to BB (Korea)

such operating company may be established in Korea instead of Pakistan.

As such, DD and EE EE Ba was originally planned to carry out the above business in domestic companies through a transport line established for the maritime transportation business of domestic companies, such as a domestic company, or a transportation line, a domestic company, a non-domestic tax haven and a domestic company, and a comprehensive business entrustment contract.

○ 23 pages 1: “(A)” shall be added to “(45).”

○○ 23 pages 6 of the attached Form 3 shall be raised in attached Form 4.

○ 25 pages 3, 4 are as follows.

(B) According to the Plaintiff’s basic operational plan prepared by BB Group as of December 20, 2005 by the planning and management team of BB Group as of January 1, 2006, the Plaintiff is organized as a business team, operation team, safety quality team, and management team under the direction of Z and ParkD as of January 1, 2006. Of them, the organization of the remaining departments except the management team (accounting/management) was a temporary plan (A. 9, 51-2, 91).

○ 27. The following six pages shall be added to “(A)(54).”

○ 37, 10 to 38, 6, shall be deleted, and 38, 7, 38, 7, and 7, 38, 38, 38, 30, 300.

The following shall be added to the 42 pages 42, 23, and 42, 42, 24, and 43, 43, 2, 2, 2, 2, 3, 2, 3, 2, 3, 2, 3, 2, 3, 3, 3, 2

(A) On January 23, 2009, on the part of the Plaintiff’s credit card in relation to the Plaintiff’s corporate credit card, HoO sent to the KimO a mail that reported the details of the Plaintiff’s corporate credit card in 2008, the method and purpose of using the Plaintiff’s credit card in 2008, BB Hong Kong and the Plaintiff’s entire management (joint use) and the status of the holders of corporate credit cards (A.150).

○ 48. 25. The following shall be added to the pages 48.

In addition, on September 11, 2007, the FF's TF's twoO requested ProfessorO to review the application method of the FF by classifying the Plaintiff's new fares into passenger, passenger, and freight in consideration of the shape of the passenger car system in relation to the Plaintiff's new fares, and on September 13, 2007, the FF's twoO reported the results of the investigation of the Chinese freight of other ship companies on September 13, 2007 (A).

○ 50 3 pages. “(A)(131 to 141)” shall be added to the following 3 pages:

○ 52. 52. 14. ..... ...... ...... ......... ............. ...................................

○ 52 pages 18,19,20 are as follows:

3) On August 22, 2008, the twoO sent to the previous BB (referring to Z, Ein, Z, Z, ZO, and westO) each of the following items: (i) the content of the prospects for the reduction of net profit of the three vessels of Japan (MOL, NYK, K-LINE) in the latter half of the latter half of the three vessels of Japan; and (ii) the previous BB (referring to Reference: Z, E, E, EO) on November 27, 2008 (referring to Z, E, E, EO) the Korean medium and long-term transportation rate adjustment plan, etc.

○ 54 2 pages 54 The following shall be added:

9) On April 21, 2006, the ma of FF reported to the Z (Reference: KimCC, and JeonB) the status and expected level of the transportation volume in the Plaintiff’s automobile and marine transportation, along with the vessel procurement plan, the changes in the previous service route and the decision-making on vessel allocation by service route and the basis for the decision-making on vessel allocation by service route (A. 81-18).

10) On May 8, 2008, the FF Kim Young-soo requested on May 8, 2008 to point out the seriousness of the problem significantly lower than that of the reason for the shipment of the South and North America and to inform the measures and support to be taken as a measure (BA87-22).

11) On May 20, 2008, literatureO sent to BB, Ein, and KimO, an executive officer of FF on May 20, 2008, a mail that reviewed vessel and freight plans for the transportation of black sea and African containers (A.85-7).

○ 57 pages 9 to 12 are as follows:

사) 쉽익스프레스의 스테판 쉬뢴더(Stephan Schruender)는 2007. 12. 18. FFF의 양OO(참조: 김OO)에게 월엑스포트(Walexport)와 계약을 체결하는 데 필요한 장기운송계약(COA) 초안에 대하여 승인 여부를 알려달라는 내용의 메일을 보냈고, 2008. 4. 15. FFF의 양OO과 진OO에게 노톤에 방문하여 협의한 내용을 메일로 보고하였다(을가81-43, 87-21).

○ 58.2 The following shall be added to the two pages:

(j) On February 11, 2009, the FF’s twoO delivered to the precedingB (referring to the Z: Z, and west) the relevant consultation guidelines, etc. to be scheduled to visit the BMW on the part of the Eths presses with respect to the business consultation. A more specific business consultation was reported to be the main day that the FF would visit BMW directly at the time of the European business trip of the FF, scheduled at the end of February 2009 or around March 3, 2009 (A. 81-70).

○ 58.3 The following shall be added to the 58th parallel, and the 4th parallel "F" shall be regarded as the "FF".

A) On June 7, 2006, Nown’s Steve Kringre requested to review the appropriateness of the preparation, etc. of trade specifications to be sent to FF Ham and NA, which would have been sent to the Plaintiff’s Hamn, first of all, on the mail.

○ 58 pages 156 "B 156" means "B 156-3, and 5."

○ 60. 20. The following shall be added to:

7) On November 9, 2006, the formerB sent to the employees of the business team: ① all re-ixure; ② all fixure block and contracts; ③ deposit settlement and withdrawal settlement documents, including all fares, to which the formerB has obtained approval from the final approval; the time is immediately effective; and the signature of the business support team’s cooperation or the transmission of e-macopy is sent (A. 271).

○ 66. 5. The following shall be added to each other:

7) On June 30, 2009, Ma-man sent to FF employees, including SO and MaO on June 30, 2009, when the original copy of the charter-related CP is sent to the Plaintiff’s Hong Kong office, the recipient of the contract in FF would be unified into “Meg Bank” in order to prevent the absence of a person in charge of keeping and managing documents in Hong Kong from being lost or mixed with other documents, and a brief explanation as to what content the contract is sent is requested.

○ 89. 14. The following shall be added to each other:

"LW" in the answer to HA on the same day, the Hong Kong PWC intended to discover that the project was leaked in the course of consulting and to prevent recurrence, and at the same time, proposed that the project related to the planning of the BB group was committed as a 'Lama' project (Lama) project (A50-1). ", ○○98 12, added the following, and 13 others "(p)" as "(q)".

(p) On June 28, 2010, KimO pointed out that the FFFFFF that sent a note to the preceding BB on March 2010, "report on the result of the settlement of accounts tax adjustment on March 2010, 2010" is obligated to submit the statement of national tax transaction as it falls under a special relationship under the Enforcement Decree of the Adjustment of International Taxes Act, and that the FF and the Plaintiff are obligated to submit the statement of tax transaction because they fall under a special relationship under the Enforcement Decree of the Adjustment of International Taxes Act, and that when the corporate tax investigation is conducted, the Plaintiff has a controversy over the actual place of business and when the FF's operating income is below the average profit ratio of the same industry due to the special relationship (A79).

○ 106, the 16th page "the defendant" is moving into the Z.

○○ 128, 16, " March 39, 2006," shall be changed to " March 28, 2006," respectively.

○○ 133 16 to 23 pages 16 and 23 add “Evidence 45, 54, 79, 131 through 141, 150, 271, 282”.

4. As to a domestic corporation

A. Whether the portion of "actual management place" under the Corporate Tax Act is unconstitutional

1) Summary of the Plaintiff’s assertion

Article 1(1) of the Corporate Tax Act (amended by Act No. 11607, Jan. 1, 2013; hereinafter referred to as the "Corporate Tax Act") provides that "actual management place" under Article 1(1) of the Corporate Tax Act is one of the taxation requirements, and its language is excessively abstract and ambiguous so that it may seriously undermine the legal stability and predictability of taxpayers, and may cause arbitrary interpretation and enforcement by the tax authorities. Therefore, it is unconstitutional in violation of the principle of no taxation without law, etc. As such, the imposition disposition of resident tax, etc. (hereinafter referred to as "taxation disposition, such as corporate tax, etc.") to be imposed on

2) Determination

① Even if the provisions of an Act stipulate the requirements for imposing and collecting taxes or charges, the provisions of an Act should be meaningful and clear inasmuch as the contents of the relevant provisions may cause arbitrary interpretation and enforcement of the imposing authority if they are excessively abstract and ambiguous. However, since the provisions of an Act have generality and abstractness, and thus the meaning of the provisions of an Act can be embodied and clarified through the interpretation of the judge as a legal action for supplementing the law, if the meaning of the provisions concerning taxes or charges can clearly become clear in light of the legislative purport, overall system, contents, etc. of the relevant Act, it cannot be said that the provisions concerning taxes or charges lack clarity in such a case (see Supreme Court Decision 2007Du9884, Oct. 26, 2007).

(2) Article 1 subparagraph 1 of the Corporate Tax Act provides that "a domestic corporation means a corporation with its headquarters, main office, or actual business management place in Korea." Although the actual management place of the above provision can be seen as a somewhat uncertain concept, considering the following circumstances, the phrase "actual management place" can be interpreted as clear through the interpretation of the judge.

The reason why the "place of actual management" of the Commission is that it is possible to avoid taxes as the corporation is treated as a foreign corporation by having its headquarters or principal office in a foreign country even if the corporation is actually managed in the Republic of Korea upon the amendment of the Corporate Tax Act by Act No. 7838 on December 31, 2005, and it is necessary to improve this. The reason why most foreign countries applying the management place as the criteria for determining the place of residence of the corporation to the tax treaty are to solve the conflict with international practices that adopt the above management standards when concluding the tax treaty with the legislation of the foreign countries.

The purpose of legislation of the territory of the Republic of Korea is to prevent tax avoidance by foreign corporations performing the main duties in Korea, and to maintain balance with the tax treaties of the Republic of Korea, taking into account the actual place of business management as the final decision criteria of residence.

According to the structure of the Corporate Tax Act, domestic corporations and foreign corporations are classified into the form of the location of the head office or main office, and the introduction of the ‘actual management place' requires the establishment of a substantial standard that can be recognized as a domestic corporation when a type of foreign corporation takes a unreasonable form or appearance that differs from the substance in order to avoid tax burden.

㉣ 실질적 관리장소가 OECD 모델조세조약에서는 이중거주자의 판정기준으로 사용되어 법인세법의 규정과 취지가 다르기는 하나, 법인세법에서 위 조세조약의 용어를 수용한 이상 기본적으로 조세조약상 의미를 참고할 수 있다.

The meaning of the place of actual management can be reasonably determined through the court's decision in a specific case. Thus, it is difficult to say that there is a possibility of infringing on legal stability and predictability or arbitrary interpretation or enforcement of law.

③ Even if the Corporate Tax Act does not have any delegation provision to supplement the meaning of the subordinate statutes concerning the place of actual management, it is insufficient to serve as the basis of unconstitutionality against the principle of clarity of taxation requirements.

④ Even if the place of actual management is recognized as a domestic corporation under the Corporate Tax Act, the said provision is merely a premise for tax liability, and it does not result in any legal effect, such as denying the legal personality of the relevant corporation or changing the concept of address under the Civil Act. Therefore, the said concept cannot be deemed as inconsistent with our legal system.

(5) Therefore, since Article 1(1) of the Corporate Tax Act cannot be deemed as unconstitutional, the part of the "actual management place" cannot be deemed as being unconstitutional, the plaintiff's above assertion is without merit.

B. The scope of application of "place of actual management"

1) Summary of the Plaintiff’s assertion

(1) Even though the above provision of the Corporate Tax Act is constitutional, its application must be strictly limited to cases where a corporation established in a foreign country has no substance, etc., and where a corporation conducts business with human and physical facilities in a foreign country, it is consistent with the system of the Corporate Tax Act by applying the legal doctrine of a foreign corporation’s domestic place of business. Therefore, the said provision cannot be applied to the Plaintiff, who had an office located in Hong Kong, the place of establishment of which has been located, and who had an employee residing in that country.

② In the case of BB Group BB Holdings Co., Ltd. (AAH Holdings Co., Ltd.; hereinafter the above two companies are referred to as “BB Equity Holdings” or “BB Equity Holdings Holdings Co., Ltd. (hereinafter referred to as “BB Equity Holdings”) established in the Tax Haven, the head of the Seocho Tax Office deemed them as foreign corporations and imposed corporate tax only on the Plaintiff within the BB Group pursuant to the provisions of the place of actual management. However, it is unlawful to impose corporate tax solely on the Plaintiff within the BB Group under the provisions of the Adjustment of International Taxes Act. Furthermore, it cannot be said that the tax authority’s arbitrary interpretation and enforcement of the laws and regulations, and thus, it cannot be said that it is lawful to impose tax on the global income or on the view that it is a foreign corporation and imposed on the retained income pursuant to the provisions of the said Articles.

2) Determination

A) The part on the assertion that the legal doctrine on domestic place of business is reasonable

(1) The issue of whether it can be recognized as having a "place of actual management of business" under Article 1 (1) of the Corporate Tax Act in the Republic of Korea shall be determined by the criteria such as the important management and commercial decision necessary to carry out the business of the relevant corporation in the Republic of Korea. Therefore, the mere fact that a foreign country has human and material facilities does not necessarily lead to the existence

(2) In addition, Article 94(1) of the Corporate Tax Act provides that "if a foreign corporation has a fixed place where it carries out all or part of its business in the Republic of Korea, it shall be deemed that there exists a domestic place of business." This is premised on the existence of such place of business in imposing domestic source income of a foreign corporation on the premise that the subject corporation is a foreign corporation. If so, the existence of a place of business management and the existence of a domestic place of business of a foreign corporation are different in the legislative intent and criteria, the circumstances that can be recognized as a domestic place of business of a foreign corporation do not deny the recognition of a place of business management. Furthermore, according to the relevant provisions, the existence of a domestic place of business shall be determined only when it falls under a foreign corporation according to the identification of the domestic place of business and foreign corporation in question, so long as the actual place of business management of

③ Therefore, the Plaintiff’s assertion on the premise that the Plaintiff is a foreign corporation is without merit.

B) The part concerning arbitrary interpretation of the law regarding the recognition of the domestic and foreign corporation of BB Group Corporation

① Article 17(1) of the former Adjustment of International Taxes Act (amended by Act No. 11606, Jan. 1, 2013; hereinafter “International Tax Adjustment Act”) provides that “if a national has invested in a foreign corporation having its head office or principal office in a state or region where the corporate tax burden is 15/100 or less of the actually accrued income, the amount to be reverted to the national out of the distributable retained earnings as of the end of each business year of a corporation having a special relationship with a national (hereinafter “specific foreign corporation”) among the said foreign corporations, shall be deemed to have been paid to the national.” This intent is to prevent the evasion of taxes by using a tax haven place. This is different from the criteria for determining domestic corporations and the requirements for taxation under the Corporate Tax Adjustment Act. As such, insofar as the taxation imposed on a domestic corporation and the dividend imposition under the International Tax Adjustment Act differs from the subject of the said taxation, the tax authority may choose to impose taxes by understanding the facts by the relevant corporation or taxpayer.

(2) It is difficult to view that the taxation disposition is contradictory to each other or arbitrary interpretation and enforcement of the tax authority's laws and regulations on the whole ship owned by BB group to be entrusted to BB group(ship financing, ship reporting, vessel leasing, vessel leasing, vessel maintenance, etc.) by ascertaining the facts that the head of Seocho Tax Office is a company established as a holding company with the shares of a special purpose corporation (SPC, hereinafter referred to as "SPC") possessing each vessel, which owns each vessel, around 2002, in connection with BB group Holdings and BB tank Holdings Holdings."

④ The Plaintiff’s assertion on this part is without merit.

C. Location of the plaintiff's place of actual management

1) Summary of the Plaintiff’s assertion

In light of the following circumstances, the Plaintiff is a foreign corporation, and thus, the disposition of imposition, including the instant corporate tax, is unlawful.

① The Plaintiff was established in Hong Kong for the automobile marine transportation business in China, and was actually engaged in the automobile marine transportation business and the charter party business.

② The core duties essential for the existence of the company were conducted by the Z and the executives and employees of the Plaintiff, and the local characteristics of each region, such as the recruitment of localization, harbor, freight collection, and vessel uniforms management, or mechanical and repetitive tasks were entrusted to the Association.

③ The Z has carried out the business of securing the fleet in Hong Kong and Japan, and it has negotiated the terms and conditions of the automobile marine transportation contract against the owners, forwarding agents, charter owners, etc. in the world.

④ The Plaintiff’s employees performed their duties such as financial management, issuance of bills of lading, accounting and taxation, asset management, securing of group, conclusion of contracts of carriage, and payment of oil prices in Hong Kong and Japan.

(5) "Substantial management place" under subparagraph 1 of Article 1 of the Corporate Tax Act shall be strictly interpreted as an indefinite concept, and in establishing standards for determining the place of actual management, the OECD Model Tax Treaty, which differs from its function and purpose of legislation, shall not be considered.

6. FF merely is an independent agent who concludes an agency contract with the Plaintiff and vicariously executes the Plaintiff’s business affairs, and even according to the OECD Model Tax Treaty criteria, the actual management place of the Plaintiff cannot be seen as Korea.

2) Determination

A) Relevant legal principles

(1) According to Articles 1 and 2(1) of the Corporate Tax Act, a foreign corporation is liable to pay corporate tax only on domestic source income, in principle, unlike a domestic corporation. A domestic corporation is a corporation with its headquarters, main office, or actual business management place in the Republic of Korea (Article 1 subparag. 1), and a foreign corporation is a corporation with its head office or main office in a foreign country (limited to cases where the actual business management place is not located in the Republic of Korea) (Article

The term "actual management place, one of the criteria for classifying a domestic corporation and a foreign corporation" means a place where important management and commercial decisions necessary for the performance of a corporation's business are actually made, and important management and commercial decisions necessary for the performance of a corporation mean determining and managing the long-term management strategy, basic policies, corporate finance and investment, the management and disposal of major properties, and essential income-generating activities, etc. of the corporation. Whether the place of actual management of a corporation is a place in which the meeting of the board of directors or a decision-making body equivalent thereto is ordinarily held, the highest manager and other important executive officers shall be determined on an individual basis of a specific case, comprehensively taking into account all the circumstances such as the place where the meeting of the board of directors or a decision-making body is ordinarily held, the place in which the senior manager performs ordinary management, and the place in which accounting documents are ordinarily recorded and kept (see Supreme Court Decision 2014Du8

(2) On the other hand, where a corporate commercial decision is made by the board of directors of a corporation, the actual business management place shall be determined on the basis of the place where the board of directors is held. However, if a corporation's actual decision-making was made by one chief executive officer, such as the representative director of the corporation, the actual business management place shall not be deemed to have been held or held, and if a corporation's actual decision-making was made by one chief executive officer, such as the representative director of the corporation, the actual management place shall be determined on the basis of the place of residence of the chief executive officer. In addition, the introduction of "actual management place", which is the criteria for distinction between internal and foreign corporations, is not the formal criteria for the location of the head office or main office, but the purpose of legislation lies in preventing tax avoidance by a foreign corporation under the formal criteria

③ The Plaintiff’s place of residence of the highest manager is distinguishable from the place of exercising the highest manager’s decision-making power and the place of actual life. The factors that are the criteria for determining residents under the Income Tax Act are directly related to individuals’ living and property relations and irrelevant to the place where a company’s important decision-making is made. As such, the Plaintiff asserts that the highest manager’s place of residence can not be considered as the factors for considering the place of actual management. However, according to the following circumstances, where the meeting of the board of directors or the corresponding decision-making body is operated in a timely manner, and the highest manager makes a key decision-making, the “place of residence of the highest manager” can

In a case where one chief executive officer, such as the chief executive officer of a corporation, makes a decision alone, the place where the chief executive officer made the decision can be the criteria for determining the actual management place, and the chief executive officer's decision-making place is the same as his/her place of residence, unless there are special circumstances that the decision-making has been made in a country other

In other words, the Supreme Court's residence is not related to the economic activities of the corporation, since the Supreme Court's business base established in Korea and the business activities performed in Korea are also considered.

B. According to the tax law, the residence is determined on the basis of whether there is a family living relationship in Korea, domestic occupation, income status, and assets located in Korea. The factors to be considered in the determination of the residence can be a flexible basis that the continuous management of the business was conducted in Korea.

B) The plaintiff's place of actual management

In light of the above legal principles, with respect to where important management and commercial decision-making is actually made, the main management and commercial decision-making of the Plaintiff’s business should first be determined after specifying the contents of the Plaintiff’s business operation and commercial decision-making, and the actual subject and the place where the Plaintiff’s business operation are carried out should be determined by taking

(1) Details of management, etc.

The plaintiff is a corporation that runs a motor vehicle marine transportation business and a charter party business, and the motor vehicle marine transportation business accounts for the majority of the sales, and the sales cost by charter party business is less than the motor vehicle marine transportation business (4.c. (1) and the items to be recognized as above; hereinafter the same shall apply). Therefore, the plaintiff's important commercial decision-making is mainly related to the establishment and management of domestic and foreign agencies in the motor vehicle marine transportation business, the operation of uniforms, the establishment of a business plan, etc., and this can include the decision-making on transportation and charter party business and the conclusion of a contract, operation, settlement, identification of new business, and the confirmation of domestic and foreign market trends.

(2) Subject of management, etc.

According to the following facts acknowledged by the purport of the whole evidence and oral argument, the board of directors of the plaintiff did not have been held, and the Z has determined important management and the core intent of the business as the representative director of the plaintiff. The Z has performed an ordinary management of the plaintiff's funds, agency management, vessel uniforms management and personnel management, etc., and received and instructed the plaintiff's main business, and the main business of the automobile marine transportation business, which is the plaintiff's main business, and the executive officers such as the plaintiff's E are assisting and supporting the decision-making of the Z's commercial decision-making, or delegated part of the automobile marine transportation business from the Z, and the Z has made a unilateral decision-making with cooperation from the ZBpan, etc., so it is reasonable to view the plaintiff's actual management subject as Z.

(A) Holding of the board of directors

The Plaintiff’s registered officers consisting of Z, its wife KimO, and boom, respectively. The KimO only issued the name and the actual operation was conducted by Z and JD. Although the board of directors was meeting minutes (No. 46-1, 2), the Z and bJ were staying in the Republic of Korea at the time when the meeting was held in Hong Kong (4.c. (1) (c. (c. 1) and the Z and bJD were staying in the Republic of Korea at the time when the meeting was held in Hong Kong (4. c. (2) (c) and it is difficult to believe that ZD did not hold the board of directors in Hong Kong, and there is no other evidence to prove that it was held by the board of directors.

(b) Roles of the Z

① Possession of Plaintiff’s shares

The Z actually owns 100% of the Plaintiff’s shares through a title trust with respect to the Red Cross, the shares of which are 100% (4.c. (1)(e) in the Gun.

(2) Practical decision-making

In light of the following facts, the Z has been trying to make important decisions by the plaintiff.

The ZZ has performed substantial duties such as determining the main conditions of the charter party while procuring the vessel from the SPC of the BB Group or from the three vessels in Japan.

The territory of the Republic of Korea secured the business network and the owner of the goods directly or through the world's agencies in the course of performing the work of securing the business partners such as the owner of the goods or obtaining the load of the automobile transportation from the Japanese shipping company, etc., and determined whether to maintain the specific terms and conditions of the contract and the maintenance of the contract.

B. The organization reorganization of the whole BB group and the personnel management of the high-ranking officers were approved by the Z, and even in the case of the plaintiff, the Z was partially involved, such as the recommendation of Korean personnel, but the final decision was made by the Z.

㉣ ZZ은 수시로 FFF의 임직원으로부터 원고의 주요 사업인 운송계약의 체결 협의, 운송계약 연장 협의, 화물 물량, 선복 및 운임 협의를 비롯한 제반 진행 상황 등 자동차해상운송영업에 관한 보고를 받았다.

The R&C directed the FF to the whole B, E, E, HA, etc. of the FF on the Plaintiff’s automobile sea transportation business, such as vessel operation plan and vessel input by sea route.

(3) Roles of executives.

In light of the following facts, the executives of the plaintiff can only assist the Z and perform their duties, but not be deemed to have exercised their authority as directors or other officers.

The ZJE assist the Z and takes charge of the business activities such as recruiting the plaintiff's owner, and according to the direction of the Z, the owner of the automobile and freight to be loaded into the automobile marine transportation contract after consultation with the Japanese owner of the ship, the freight, etc., and reported the progress of the contract to the Z from time to time.

The KimO of the FF of the Republic of Korea delegated the authority to execute funds from the Z and performed the accounting affairs, and the static performed the plaintiff's accounting affairs with the approval of KimO.

BB Hong Kong's director, BB Hong Kong's director, BB Hong Kong's director, and BB , were in the position of the general manager of the BBB Group Planning and Management Team in charge of management and strategy planning, group governance management, legal and tax affairs review, personnel affairs, etc., but the Plaintiff and FF did not actually participate in the automobile shipping or chartering work, and performed personnel rights or planning work in accordance with the direction of the Z (4.h. (2)(c).

㉣ BBB그룹 기획관리팀은 ZZ의 지시에 따라 원고를 비롯한 BBB그룹 계열사 전반에 관한 인사, 자금관리 등 관리 업무와 지배구조의 설계, 신규 계열사의 설립 등 기획업무를 수행하였다.

(iii)the place where the management is performed;

(A) Place of residence of the representative director;

The court's explanation on this part is identical to the judgment of the first instance except for the partial modification of the corresponding part of the judgment of the court of first instance (as from 147, 9, 151, 4) as follows. Thus, it shall be cited in accordance with Article 8 (2) of the Administrative Litigation Act and Article 420 of the Civil Procedure Act.

○ 147, the 16th 16th eth eth 16th eth eth eth eth 149, the Plaintiff and the 11st eth eth eth eth eth eth eth eth eth eth eth eth eth eth Z, respectively

○ 150 4 150 , 13 , and 13 , respectively, the phrase “Z” shall be added to the following:

(b) Office of the representative director of the Z

According to the following circumstances, the office of the Z was located in the FF, according to the facts found above.

1. Within the FF’s office, there is a separate office space created by preventing one from using one wall, and on the telephone and computer, the contact network for major officers and employees of the BB Group’s domestic law and the BBping Korea’s domestic law is stated (However, the said computer and telephone was removed after the investigation by the National Tax Service, but the Z was removed at the same time as the “broom distance” in the National Tax Service’s investigation (4.h. (a))).

(2) The Z had worked in the above office in Korea, and had been reported and instructed on the whole business using the intra-company mail, and had contact with the overseas trading office and overseas related companies from time to time using the Chairman's exclusive cell phone affiliated with FF in the name of FF.

③ The driver exclusively in charge of the Z assists in commuting the Z to and from work for a passenger car in the name of the BB lines, and the above house located within the FF does not have a sign or sign or sign or sign or a sign or sign was not attached to the ZF, but the employees called the above space as the 'general hall or board'.

④ At the above office, the Z discussed the direction of human resources assignment and operation of the Plaintiff and FF, or held meetings and meetings with other companies, such as agencies. In addition, the Z also managed the overall matters of operation, such as the vessel operation plan, vessel operation schedule, etc., and the approval of the products relating to promotion of the Plaintiff and FF officers and employees, and the presentation of direction for personnel management.

(c) the FF’s role and status in carrying out the work;

In determining the important management and commercial decision-making place of the Plaintiff performed by the Z, the place where there is a human resources to assist such decision should be an important standard. In full view of the aforementioned evidence, facts of recognition, and the following circumstances recognized by the purport of the entire pleadings, the Plaintiff concluded an agency contract with the FF and had the FF perform the Plaintiff’s duties, but in fact, exchanged personnel with the FF’s employees as one company, and the FF performed all acts concerning the Plaintiff’s core management and commercial decision-making, it is reasonable to deem the FF to be the place where the FF subsidized the Z or performed the duties delegated by the Z.

(1) Conclusion of formal agency contracts.

Considering the following circumstances, it is difficult to view that the FF merely took the legal form in which the Plaintiff entered into an agency contract carries out the Plaintiff’s maritime transport business, and that the FF was an agent for the Plaintiff’s business according to the direction of the Plaintiff.

According to the agency contract concluded on December 30, 2005 between the Plaintiff and the FF of the Commission, FF may perform ordinary duties, such as recruitment and management of vessel-related personnel, operation and repair of vessels, dispute resolution related to ship insurance, issuance of bills of lading, bill of lading, re-transfers to the Plaintiff account, maintenance of vessels, etc., or entrust such duties to other agents, and may directly perform contracts related to the Plaintiff’s business, make decisions on the other party’s selection or contract contents on behalf of the Plaintiff with prior approval, and operate the Plaintiff’s funds in accordance with the Plaintiff’s convenience. As such, the Plaintiff comprehensively delegated all kinds of powers related to ship operation to FF.

According to the status of the officers and employees of the Plaintiff, until February 17, 2008, the employees of the Plaintiff were on the management team, including only four persons, including the Vice-President of Egyiology dispatched from the Korea Office of Egypt 2, the vice president of Egyiology dispatched from FF, and two local accounting staff of Hong Kong (4.c. 1. b.). According to the criminal statements of BB and Egys, the Plaintiff was in charge of the Plaintiff’s business from before the establishment of the Plaintiff until February 2008, and there was no staff in charge of the Plaintiff’s business and operation related to the automobile marine transportation business [4. 3. b.). According to the criminal statements of Egys, the Plaintiff did not have the authority to report on the Plaintiff’s business operation and operation related to the Plaintiff’s work from 00 FO to 208, the latter did not have any authority to report the Plaintiff’s work from 200,000).

B. C.F. was delegated by the Plaintiff with the automobile marine transportation business comprehensively, and only 1.5% commission, which is lower than the lowest of 3~5% from the industry, is imposed on the FF in proportion to the size of profit, and thus, it was set at a lower level to meet the expenses necessary for the operation of the company.

㉣ 원고와 FFF이 대리점 계약을 체결한 후인 2006. 1. 1.을 기준으로, FFF에는 임원으로 김OO 이사와 박DD 이사가 추가되고 영업지원팀과 안전품질팀이 신설되면서 임직원 수가 총 31명으로 증가하였는데, 업무분장은 영업1팀의 업무에 용・대선업무가 추가되고 영업지원팀에 PCC선 용선 이외의 영업・관리업무 및 영업계약서 관리업무, 항비정산 및 관리업무와 종래 영업팀이 담당하던 커미션 청구 업무가 분담된 것 외에는 2005. 1. 1.자 업무분장과 거의 같다. 그 후에도 FFF의 기본적인 조직구조와 업무분장은 임직원의 수 증감이나 부서의 이름 변동 외에는 거의 변동이 없었다.

The FF’s profit from the agency contract with the Plaintiff constitutes 100% (4.c. (3)(b) and was paid fees for all cargo transported by the Plaintiff. From 2006 to 2009, the Plaintiff’s officers and employees were only 6 to 10, and FF’s officers and employees reached 45 to 47 (4.c. (3)(a).

(2) Dispatch of employees.

In light of the following circumstances, the Z transferred the FF staff to the Plaintiff and had them continue to be in charge of the work performed in the FF, so the Plaintiff and the FF exchangeds personnel as in fact one company.

Around February 17, 2008, there was no employee in charge of the business and operation of the Plaintiff, and during that period, FF was dispatched to the Plaintiff’s Hong Kong office by M&F as a shipping company, inasmuch as the Plaintiff’s business growth and profit increase, there was a concern that only its accounting employee will be paid attention to the Plaintiff’s Hong Kong tax authority, such as M&F’s M&O, KimO, LO, SO, MaO, MaO, MaO, MaO, MaO, and JOO was dispatched by FF to the Plaintiff’s Hong Kong office.

On March 1, 2009, six employees of FFF dispatched to the Plaintiff were returned to Korea due to the difficulties of the Plaintiff’s situation at the end of the end of 2008 U.S. financial crisis, and the employees belonging to the Plaintiff were to remain only the staff of the accounting management team.

B. On March 1, 2009, the Plaintiff’s automobile sea transportation business continued to be discontinued, even though the staff in charge of the Plaintiff’s business and operation were returned to Korea.

㉣ 원고에 파견된 FFF 직원들 중 일부는 파견 이후에도 FFF에서 수행하던 업무를 계속하였고, FFF의 기존 팀장에게 원고의 영업사항을 계속하여 보고하기도 하였다.

(3) FF performance of its duties

i) The Plaintiff’s business plan

When the Plaintiff was established in Hong Kong, the FF’s employees were 22 times during the period from 2005 to 2008, including the Plaintiff’s business plan and the preparation work for the commencement of the business, and the Plaintiff’s employees performed the management work, such as the analysis of duties.

ii) Plaintiff’s business operations

The work guidelines of the FF Business Team of the Do governor is clearly explained in detail the automobile shipping business and the procedures for concluding contracts, and the FF has comprehensively reviewed and managed the contracts concluded by the plaintiff including planning, preparation of contracts, legal advice, etc. The inside of the FF states that the FF negotiation and preparation of all contracts held by the plaintiff was made by the FF, the contract of the plaintiff was sent to the plaintiff after the contract, and the plaintiff did not understand the important matters of the contract.

Although the FF did not have concluded a separate contract with the Plaintiff’s other agencies, the employees of FF, in Japan, China, Europe, etc., carried out the work related to the automobile shipping contract, including securing the quantities to be loaded on the Plaintiff’s agency or transaction partner, and negotiations on fares, etc., and reported a business trip to Z and B. The specific objective of the relevant report was “consultations on the Plaintiff’s Integrated Ship System Development,” “Consultation on the Establishment of Joint Corporation with KRCN,” “Consultation on the European Business Development,” “Consultation on the European Africa’s Business Development,” “Consultation on the European Africa’s Business Extension,” “Visits related to the Thais Africa’s Agency,” “Consultation on the Business Consultation with the Plaintiff’s Overseas Project.”

B. The R.C., the Plaintiff’s overseas agency, or the customer also consulted with FF’s employees about the relevant work, and claimed the FF for the necessary port expenses and the cost of the E.S. exhibition.

㉣ 원고의 매출과 수익을 좌우하는 영업상 운임은 FFF의 임직원들이 ZZ에게 다른 회사의 운임 자료 등을 검토하여 보고한 것을 토대로 결정되었다. FFF의 이OO는 문OO, 양OO, 마인 등에게 '중국 현지에서 운임 조정이 있을 경우 FFF에 사전에 알려주고, FFF이 협의하여 ZZ의 승인을 얻은 후 진행될 수 있도록 하라'는 내용의 메일을 보냈고, 전BB는 ZZ의 결정에 따라 구체적인 운임을 알려주기도 하였는바, 원고의 영업상 운임의 결정이 FFF에서 이루어졌다{4. 마. (1) (가) 4), 5)}.

In the tax investigation, the Z stated that the FY employee was not at all involved in the Plaintiff’s charter business. However, at the FY conference room on January 9, 2006, the consultation on NYK’s business, operation, and loading was carried out, and the FF’s ordinary class was explained to NYK on March 9, 2006, and the summary of the Plaintiff’s LYG charter agreement was approved by E and B as a result of the charter agreement regarding the LF diesel, and the FF’s representative director B was approved by the former B on March 30, 2006. According to the Plaintiff’s statement at the time of the investigation of the BB, the FF made a signature in the Plaintiff’s name on March 30, 206, the FF’s director B signed the Plaintiff’s “PD’s director” column, and according to the Plaintiff’s agreement and the Plaintiff’s terms and conditions of negotiation or (3) 4) the FYA’s business entity (the head of the FY will be 41).

The business team of FF, in the case of a charter party agreement through a charter party agreement through a charter party agreement, entered into a charter party agreement in the name of the Plaintiff through a consultation with MTC, the Hague, etc. A charter party agreement. In Japan and Europe, the Plaintiff provided a charter party agreement to the charter party agreement with the Plaintiff, and prepared and kept a report on the results of the charter party agreement management register for the charter party agreement with the charter party agreement management register for the vessel and the charter party agreement (4.e. (1) through (7) 9).

iii) Establishment and management of the Plaintiff’s agency and its subsidiaries (operation services)

On April 13, 2006, the Plaintiff established the Z on the business operation of the European region, etc., and Ma was discussed on the establishment of the European agency at the Seocho-dong restaurant with two persons including Kufman, etc., and discussed about the establishment of the European agency at the Seocho-dong restaurant. On March 28, 2006, the establishment of Kufman, such as Kufman, etc. at the FF office, and meetings on the establishment of the European agency in accordance with the special order of the Z on March 28, 2006, and the establishment of the Zn only was established, and the Kufn only discussed matters necessary for the establishment of the Z and FFB, JO, and the European agency, and participated in the establishment of the Z and FF press press.

(2) On September 1, 2006, the Republic of Korea (hereinafter “FF”) discussed the FF’s wholeB and YangO with respect to the specific operations and operations, including the conclusion of the contract of carriage. On September 11, 2006, the former BB and YangO reported to the ZE after holding a trade-related conference and a trade-related framework at the German business trip; on July 4, 2006, only the cup of the Y press was sent to the FF’s formerB and YangO, and on July 4, 2006, it stated that the FFF’s twoO’s twoOs made a business trip to the ZZ on September 11, 2006, the Plaintiff’s agreement on the operation and management of the EF would have been entered into between the ZE and the Plaintiff’s two (2).

On April 10, 2006, the Plaintiff entered into a joint investment agreement with the Empis and SongOs to establish a subsidiary company in the north border of China. On March 15, 2006, the Plaintiff agreed in relation to the establishment of the FF company with the FF's office in China. On April 4, 2006, the FF office in the FF office in the BB, E, E, E, BD, E, E, E, E, the head of the Empis and the head of the Embs office in the Empis, in light of the business progress, the shipment result and schedule, major matters of consultation with the customer, competition trends with the China, freight rate adjustment, etc., the executives and employees of the Embs and the executives and employees of the Embs (the executives and employees of the Embs) report on the establishment of the FF company in accordance with the direction of the FF company [the executives and employees of the Embs.)].

㉣ 원고는 북・남미 지역의 운송 영업 등을 위하여 노톤 및 그 자회사 Agunsa Worldwide와 대리점계약을 체결하였는데, FFF의 직원들은 BBB그룹 측 직원들이 노톤을 방문하여 미국지역의 항로 서비스 및 대리점 업무 등에 관한 회의를 진행한 내용에 대하여 메일을 주고받았다{4. 마. (2) (가) 3)}.

As a result of the plaintiff's establishment, FF agreed on motor vehicle transport and operation operations, such as approval of the draft transport contract with Shaf and the agency commission, and the Qaf sent Shaf to Z on December 7, 2007 by Shaf to Z, the Shaf stated that "the FF has been operating the FF FF as the ship of the Laf company" (4. e. 2 (a) 1).

iv) Analysis, review, and reporting on the Plaintiff’s major operations

The operation team of FF from 2006 prepared a weekly report (Wekly Rereport) on the movement of the vessel owned by the Plaintiff from around 2006. The above weekly report includes not only the Korean region but also the business conducted against the global business partners including Europe, and the Plaintiff’s other regional agencies did not prepare such a weekly report (4.e. (2) and 4.h. (7)).

The business team and ma of the FF of the Republic of Korea established a plan for the operation of the vessel owned by the Plaintiff, in 2008, the FFF operations1 team compiled the performance records of the Plaintiff’s automobile transport by the Plaintiff’s customer by vessel, sea route, and customer, and the FF’s three teams drafted on January 11, 2010, “the Plaintiff’s total number of navigation vehicles, total number of transport vehicles, and total transport fare revenues,” which include the Plaintiff’s total fare revenues.” As such, the FF’s officers and employees, while reporting the FF’s business affairs and the collection of money, have examined in detail the Plaintiff’s business activities with each other, not service fees, which are received from the Plaintiff, with each other.

BC, the BF, around 2006, drafted and kept the results of the examination of the charter party contract management ledger for ship use and the charter party contract. The BF, the BC, the Broker, Japan and Europe, replacing the group of ships owned by the Plaintiff in Japan and Europe.

㉣ FFF의 신OO, 김OO, 윤OO 등의 직원들은 2008. 1. 4. 전BB에게 원고의 2008년 지역별과 업체별 정기용선계약의 요약 내용을 보고하였고, 2008. 10. 27. 원고와 글로비스의 해상운송 기본합의 이면 약관에 규정된 해상 운임 수수료율을 조정하는 내용의 보고서를 작성하였으며, ZZ에게 2008. 1. 4.부터 같은 해 2. 28.까지 원고 보유의 선박별, 항로별 주간 수익과 채산분석결과를 보고하는 등 원고의 선박과 운송영업에 대한 검토 및 보고 업무를 수행하여 왔다.

v) Plaintiff’s accounting and accounting;

The FF KimO of the Republic of Korea delegated by the Z, such as signing the plaintiff's remittance summary, uses the Z and signed and sealed the freight claim and bill of lading in the name of the plaintiff, and signed and settled the payment claims filed in the name of the agent in the name of the plaintiff. The POO of the plaintiff directly signed and sealed the payment claims filed in the name of the agent. The audit was conducted by the auditor and was asked by the auditor about the process of the business operation and signing authority, and the answer was entered with the FF's business support team leapO, ParkO, and ParkO, and the FFO sent the plaintiff's executive and employee on September 19, 2008 to the FF's executive and employee, in light of the fact that the FFO's financial status, such as the use of the corporate card, such as reporting the financial status to the plaintiff's representative director and the management officer on a timely basis, etc. [4.e. (3)(b) and 4.g. (g) (n) of the plaintiff's accounting and its own accounting.

vi) Management such as personal affairs of the Plaintiff

The FF’s personnel team adjusted the Plaintiff’s annual salary, and the FF’s computerized team established the Plaintiff’s integrated wire company system, while the FF’s director, concurrently held office as the FF’s director, received benefits from the FF in around 2006. FF’s employee prepared the Plaintiff’s board of directors’ minutes [4.5(c) and (d)(5), and 4. (h)(2]. As such, FF performed management affairs, including the Plaintiff’s personnel affairs.

(4) Other circumstances that may be considered.

(A) Place where the Plaintiff’s executive officer works normally

Considering the following circumstances revealed by the facts established earlier, the place where the Plaintiff’s executive officers engage in ordinary activities is domestically.

① The Plaintiff’s registration officer had Z and Z, the representative director, and his wife KimO, the director, and JD.

② While the Z was comprehensively managed by the Plaintiff, the Z was also a domestic resident and actually managed by the BB Group including the Plaintiff in the Republic of Korea.

③ The KimO is the Plaintiff’s wife and the registration officer of the Republic of Korea. The period of stay in Korea from 2006 to 2007 is 200 days each year, and 150 days each year from 2008 to 2010.

④ While holding concurrent office as a director of FF, BBBp Hong Kong, and BB, Park Dod was in charge of management and strategy planning, BB Group governance, review of laws and tax affairs, personnel affairs, etc., and performed duties in accordance with the Z planning management team’s direct direction, not the president of each affiliate company with higher positions than himself/herself. Park Dod was a director of the Plaintiff, but was not actually involved in the Plaintiff’s automobile marine transportation business and substitute business, and was in charge of exercising personnel rights against Korean executives and employees of domestic and foreign affiliated companies, such as the Plaintiff and FF, BBBp, BBping Hong Kong, BBBping Hong Kong, BBBping business offices, and BB, and was in charge of integrated management and planning. Park Dod was a resident of the Republic of Korea with an address within the Republic of Korea and in Hong Kong, the period of money in Hong Kong was 206, 2007, 2007, 2037, 208.

(B) Establishment purpose, including the foreign establishment process and intent of tax avoidance

In full view of the following circumstances recognized by the aforementioned evidence, facts of recognition, and the purport of the entire pleadings, the Plaintiff was established in Hong Kong to avoid tax burden along with the reorganization of the business structure of the BB Group.

① The status before the establishment of the Plaintiff

The Commission BB group established DD and EE EE Baa in a tax haven place, not domestic, in order to carry out the maritime transportation business of domestic vehicles, and planned to carry out the business in domestic companies through a comprehensive business entrustment contract.

BB Hong Kong, around May 2004, was established in order to carry out the automobile maritime transport business by being entrusted with each of the automobile maritime transport business from DD and EEEE EE EE EEa, and re-entrusted the above automobile maritime transport business to FF.

B. The first BB group's establishment plan for the second-hand transportation line (C. 4. 2003) includes the following contents: ‘The establishment and operation of the domestic Agr in Korea will be good in terms of time and cost reduction when the shipping company is incorporated in Korea.'

㉣ 아래 사정에 비추어 ZZ은 원고의 설립 이전부터 FFF에 대한 고정사업장 과세 위험을 인식하고 있었다.

(a)The Hong Kong PWC submitted a report on the risks of taxation to affiliate companies of the BB Group stating that “The FF is involved in FF on behalf of BB Hong Kong under the contract, and that BB Hong Kong is at risk of taxation of permanent establishment in Korea.”

(b) state that the FF’s "Adjustment of Prok Process on June 10, 2005" is likely to be regarded as a permanent establishment if the FF is the signatory of a major document.

(c)in the BBB risk review in the FF’s internal document transaction and the BB risk related to the GB BB risk related to the GF Twitter, it points out the taxation risk such as permanent establishment taxation;

② The Plaintiff’s establishment background

As the business of the BB Group is gradually expanded and expanded to other countries such as Europe or China, it has become necessary to separate the shipping business and the automobile sea transport business of BB Hong Kong in order to minimize the taxation risk, and to establish a company with an entity that is not a mere ucom.

The ZZ established a legal entity, instead of excluding BB Hong Kong's intervention in the automobile marine transportation business sector, and designed a structure of re-consigning the business to FF after being entrusted with the business from DD and EE EE EE EE E E E E E E E E E E E E E E E E.

B. The plaintiff was established in Hong Kong on December 2005, and Hong Kong is a place favorable to tax reduction because tax treaties with the Republic of Korea are not concluded without imposing tax on income generated from overseas sources.

㉣ 원고는 DDDD 및 EEEE 바하마의 업무를 이관 받아 종전과 같이 포괄적 위탁관계에 의하여 FFF으로 하여금 이를 계속 수행하도록 하였다.

③ The Plaintiff’s intent to conceal the actual shareholders

The planning and management team of the BB Group intended to establish the Plaintiff at the first 100% investment of BB Holdings, but the Z and ParkD ordered the Plaintiff to hold a title trust with the Plaintiff as a shareholder or to disclose only the attorney's name, and as a result, the Plaintiff's shares became 100% of the newly established PB Group's shares from the beginning.

The territory of the Republic of Korea, however, only the case, which is a superior shareholder of Beo, held in title the shares of BB brokerage and BB tank brokerage in the Red Cross managed by Huntla, where the Gun is located. The title trust agreement entered into between the Plaintiff and Red Cross is only about the transfer of profits or the return of shares, and there is no content about the method of resolution in the event the Red Cross bears financial risks.

In light of the following circumstances, the Z intended to prevent the external disclosure of the Plaintiff’s actual shareholder through multi-level investment structure and title trust in order to reduce tax burden, such as the risk of taxation of the said permanent establishment.

(a)The 'BB Organization Diagnosis on June 20, 2005, contained ‘BB Organization Diagnosis' as ‘The risk of the President: the Hong Kong Corporation’s shareholder shall be hidden.

(b) The HAA of the Planning and Management Team stated, at the time of the establishment of the Plaintiff, that “The Z will change the location of the SPC to be the shareholder, rather than the HA, to be the shareholder of the Plaintiff, on November 2005.”

(c)The “AAAAAS RERES RESUTRINGG”, which is the internal sector of BB Group, is indicated as “HDEN” (p) that is, “BB corporation’s shareholders are not recognized as specialized managers and recognized as specialized managers, BB Hong Kong and the Plaintiff’s shareholders and the Plaintiff’s transfer to lower parts of the company: (a) the relationship between the corporation is terminated between the corporation and the Company’s shareholders; (b) the Company’s shareholders are excluded from the Company’s shareholders; (c) the IMFPLICICTRN removal of the personal income tax on Korea and Japan; and (d) the removal of permanent establishment ISDUE removal: HIDN of the Company’s direct office and list of shareholders (p).”; and (d) the intention of tax avoidance is the No.4.

The core decision-making on automobile sea transportation services and charter party services, which are the main business of the Plaintiff, was practically conducted by FF. Considering the following circumstances, the Plaintiff may be deemed to have been established to avoid taxation on FF.

㉠ 하AA, 정EE이 2005. 11. 10. 작성한 'AAA STRUCTURE 검토(안)'에는 "비지니스 사업부문의 과세 위험(TAX RISK) 이전: BBB홍콩 ⇒ 원고"라고 기재되어 있다.

On October 12, 2005, the Republic of Korea (hereinafter referred to as "AA") sent to Melcom, stating that "the most important point of view is taking into account the crisis management, including the minimizing tax risk. In the near future, Hong Kong or other countries should establish a real transport company, and this company should impose taxes on maritime transport business on this company."

B. The B.O. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. H. is written as the “former EE EE EE EE E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E

㉣ 삼일의 2007. 6. 15.자 자문보고서에 국내법인의 간주과세 가능성 최소화 방안으로 "ZZ이 원고에서 실질적인 경영활동 집행(거주지국 이전과 연계하여 홍콩에 실질 거주 요망), 이사회 개최장소는 반드시 홍콩으로 하고 정기적으로 이사회를 개최함, 사업의 중요한 관리기능을 홍콩법인(원고)이 실질적으로 수행함, 중요한 기능을 담당하는 직원(Manager) 등의 홍콩 재배치 고려, 업무수행범위(인원)를 확대하여 외관상 법인의 실체를 갖춤, 국내 법인이 계약체결권 및 계약의 세부내용을 교섭할 권한이 없음을 명백히 함, (국내 법인이) 통상적인 에이전트로서의 본래 의무 이상의 업무 수행자제"라고 기재되어 있다.

On Nov. 8, 2006, OO sent a note to the effect that "if possible, the system users of FFF executives and employees can take into account the risks of permanent establishment, O will take measures to allow them to enter the name in English." The answer note of MaO appears to be that "the problem of computer development is created from the FF point of view, which is not the plaintiff but the actual operator, rather than the plaintiff. It seems necessary to be computerized for business and operation-related computerization from the FF point of view, which is the actual operator. Because of the risks of permanent establishment, if a server is opened in BB Hong Kong, then the concept of access from FF from the Plaintiff’s program is fully recognized as a permanent establishment."

On August 18, 2010, the material and material territory of the Z is that the KF officers and employees in charge of the operation need not have complaints among the employees in question of Hong Kong transfer, and if the business act itself is conducted in Seoul, there is a possibility of tax issues. The decision-making process is determined in Hong Kong, but the decision-making process is to be made in consultation with the former BB president of the FF, and all the services are to be decided in consultation with the former BB president of the FF, and the BB Hong branch members including the Plaintiff will follow the direction of the former BB president and grant the latter the responsibility and authority for all the business management affairs to the latter."

Maritime Posia sent on October 5, 2010 to the Z"F