개정 법인세법의 合倂 稅制 관련 검토

Abstract

Recently, there were plenty of amendments regarding reorganization in Korean tax laws. Especially, regarding taxation on incomes from or pertaining to merger, however, we can find below problems remains even after such amendments. Some of them is expected to be solved through the amendment of regulations in April, 2010. Firstly, the definition of qualified merger has to be focused on whether the shareholders of merged and acquiring corporation manage the combined corporation together. In this regard, it will be necessary to review the definition of qualified merger of other country, especially, of U.S and Japan. On the other hand, if corporate tax law use the same or similar definition of U.S or Japan, it will be difficult to find enough reasons not to allow tax benefit to triangular merger. Secondly, under the revised law, the untaxed retained earnings of merged corporation will not be taxed even when acquiring corporation capitalize such amount to its' capital. This could be blamed because capital conversion of undistributed earnings is being taxed under the Korean tax laws.