Whether a resolution of the board of directors with the intention to exempt members from membership fees for the use of the golf course facilities in a corporation operating a golf course in the stockholders' membership system constitutes an unfair act under Article 20 of the Corporate Tax Act (negative)

In the operation of a golf course in the shareholders' membership system, it is merely an internal issue, and it is merely an internal issue whether or not the plaintiff company should collect the initial membership fee, but thereafter the non-party (the major shareholder) has transferred its stocks at a price higher than that of the previous company, the difference between the stock transfer price and the stock price under Article 5 (5) of the Enforcement Decree of the Inheritance Tax Act shall be calculated as the income of the plaintiff company, or the resolution of the board of directors of the plaintiff company which exempted the members from the membership fee shall not be deemed as an unfair act under Article 20 of the Corporate Tax Act.

Article 20 of the Corporate Tax Act

Suwon Scapt Co., Ltd. (Attorney Kim-hee, Counsel for the defendant-appellant)

Head of Suwon Tax Office

Seoul High Court Decision 81Gu714 delivered on February 10, 1983

The appeal is dismissed.

The costs of appeal are assessed against the defendant.

The grounds of appeal by the defendant litigant are examined.

According to the reasoning of the judgment below, the court below determined that the above 7th anniversary of the above 1973 shareholders' shares were to be purchased by the non-party representative director at the above 197's golf club development right, and that the construction of the golf club was to be commenced from the end of 1973 because it was difficult for the non-party to raise funds for the golf club construction under the above 19's golf club membership system to be operated in the form of the 7th shareholders' membership system at that time, and that the above non-party raised the funds for the golf club construction to acquire all shares of the company's 7th shareholders' shares at that time and to pay them to the plaintiff company's 10th shareholders' shares at that time, regardless of the fact that the above 7th shareholders' shares were to be purchased at that time, and that the above 10th shareholders' shares were to be purchased at that time, and that the 10th shares of the plaintiff company's previous 30th shareholders' shares were to be purchased at that time.

In addition, as long as the plaintiff company adopts the shareholder membership system as above, even if the non-party who is a major shareholder receives only one member's treatment, the transferee of the shares must naturally have membership rights, so it cannot be deemed that the above non-party created membership rights equal to the number of shares transferred at will. In addition, in the operation of the shareholder membership system, whether to collect expenses for use of the golf course under the name of membership fees and other membership fees from the shareholder members does not necessarily have internal issues and there is no reasonable ground to collect them, and it cannot be deemed that it has the nature of the price for the generation of membership. Thus, even if the non-party transferred the shares at a higher price than before by deciding to collect the initial membership fees, the difference after subtracting the appraised value of shares under Article 5 (5) of the Enforcement Decree of the Inheritance Tax Act from the transfer value of shares should be calculated as the income of the plaintiff company, or because the resolution of the plaintiff company exempted from membership fees as above constitutes an unfair act of the board of directors under Article 20 of the Corporate Tax Act, the court below's judgment's decision is justified in accepting the above part of the plaintiff's taxation.

Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices O Sung-sung(Presiding Justice)