기업인수목적회사(SPAC)의 개선과제 - 세법상 개선과제를 중심으로 -

Abstract

Since its introduction in Korea in 2009, Special Purpose Acquisition Company (hereinafter “SPAC”) has been improved to solve the problems that have become a problem in the capital markets. It includes Special Taxation System for Mergers, Requirements of Merger, especially calculation method of the price of a merger, Cash Restriction on Merger Consideration and so on. On June 30, 2020, the Criteria for preparation of corporate disclosure forms were revised so that the careers of SPAC officers’ M&A would be specifically stated in the registration statement. The provisions for SPAC have been revised in the desired direction. Recently, SPAC has become easier to list on the KOSDAQ market due to relaxed capital requirements. As a result, the number of SPAC that have been delisted is increasing because sponsors fail to find target companies. In other words, the role of sponsors is important. There are many cases that Venture Capital (hereinafter “VC”) has recently joined as a sponsor of SPAC and succeeded in merging. It is necessary to create an environment in which talented VCs can actively participate in the promotion of SPAC. On the other hand, it is an issue in the tax law that it is possible to add up the business operation period of unlisted companies when calculating the business operation period of SPAC. Until now the main issues have been deductions for family business succession, special provisions concerning taxation upon investment in kind, collections of acquisition tax reduced or exempted as penalty. Since SPAC is a company that assumes a merger, it is expected that the same problem will continue to occur in the future. It is necessary to put a provision that “SPAC can add up the business operation period of the incorporated corporation.” in each law such as Framework Act on National Taxes, Inheritance Tax and Gift Tax Act, Corporate Tax Act, and so on. In local taxes, collection of acquisition tax which is reduced is a problem in relation to SPAC. In this regard, it is necessary to draw up a provision in the Restriction of Special Local Taxation Act that “It is excluded from collecting tax additionally when unlisted company merge with a SPAC.” or It needs to have a provision in the definition of article 2 of the Restriction of Special Local Taxation Act that “The owner of the real estate is not considered to have been changed in case of merging with a SPAC.” in the definition of article 2 of the Restriction of Special Local Taxation Act.