If the tax authority attaches claims to collect delinquent amount, it may subrogate the creditor who is a delinquent taxpayer.

If the tax authority attaches claims of a delinquent taxpayer to collect delinquent national taxes in arrears, it may exercise such claims in subrogation of the creditor who is the delinquent taxpayer.

Article 41 (Procedures for Attachment of Claims)

District Court 2015Kahap56937 Action for Claim such as Issuance of Share Certificates

Korea

SS Construction Co., Ltd.

August 26, 2016

September 23, 2016

1. The defendant.

(a) issue to leB share certificates of 56,400 common shares of 10,000 won per share per face value;

B. It shall deliver to the Plaintiff the share certificates issued as described in subparagraph (a).

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

3. Paragraph 1 can be provisionally executed.

Cheong-gu Office

The same shall apply to the order.

1. Facts of recognition;

A. While leB holds 56,400 common shares of the Defendant (hereinafter “instant shares”), the Defendant did not issue the said shares until now.

B. On March 19, 2014, the director of the tax office under his/her control executes a taxation claim against the Plaintiff’s leB.

With the authority, all rights to the shares and their shares of leB were seized, notified the Defendant of the above seizure, and the above notification was served on the Defendant around that time (hereinafter “instant seizure”). As of March 19, 2014, leB did not pay to the Plaintiff totaling KRW 986,392,600 for capital gains tax and securities transaction tax as follows:

C. On February 23, 2015 and July 30, 2015, the Defendant received a peremptory notice demanding the transfer of share certificates, etc. from the Commissioner of the National Tax Service on two occasions, but did not give any response thereto.

[Grounds for recognition] The descriptions of Gap evidence Nos. 1 through 5, the purport of the whole pleadings

2. Determination

A. A company shall issue the share certificates without delay after its incorporation or after the date of payment on new shares (Article 355(1) of the Commercial Act), and shareholders may claim against the company for the issuance of share certificates, and compulsory execution against the rights to shares before the issuance of share certificates shall be effected by issuing an order to deliver the share certificates to the execution officer entrusted with the creditor, if the company issues the share certificates after the shareholder, who is the debtor, attached the right to claim for the delivery of the share certificates against the company (see Supreme Court Order 73Ma32, Dec. 28, 1974). In addition, when the Plaintiff seized the bonds to collect the amount in arrears of national taxes, the obligee, who is the delinquent, may subrogate the creditor (see Article 41(2) of the National Tax Collection Act).

B. In light of the above legal principles, the plaintiff can request the defendant to issue the share certificates of this case by subrogation of leB, the defendant's shareholder, and the defendant is obligated to issue the share certificates of this case to leB and deliver the issued share certificates to the plaintiff as the subrogation of leB.

3. Conclusion

Therefore, the plaintiff's claim of this case is reasonable, and it is so decided as per Disposition.