연구보고서
Ⅰ. Background and Purpose
□ Research background
○ Korea has continuously arranged commercial law regulation in order for the enterprises to smoothly utilize merger·division as a means to actively treat the temporal change in the process of the rapid progress of social·economic condition.
○ However, tax burden is a very important factor for an enterprise to determine merger·division, accordingly, tax support is indispensible to enable commercial law amendment to function as intended.
○ Therefore, it is necessary to systematically research the tax system of merger·division not merely stopping at regulation research on merger·division based on commercial law.
□ Research purpose
○ Korea has established an unprecedented economic development in the late 20th century, currently receiving interest of several developing countries. Particularly, the point that several developing countries are paying attention to is the method of legislation of the institutional means required along with social·economic condition change.
○In view of this, this research intended to concretely and systematically the history and current legislation model of Korean merger·division taxation system to make reference to enactment or amendment of legislation of developing countries.
Ⅱ. Major contents
□ Development of legislation related to merger and division
○ Minute examination of the development process of merger·division institution on commercial law from the point of enactment of commercial law up to now
○ Examination of development of mergerㆍdivision taxation institution on corporate tax law, responding to the development of mergerㆍdivision institution on commercial law
□ Review of commercial law and tax law regulation on merger and division
○ Taxation on merger·division is based on merger·division available in commercial law, accordingly, the method and progress of mergerㆍdivision available in commercial law was reviewed
○ Korea basically puts the taxation regulation of merger·division on corporate law, therefore, this research minutely reviewed mergerㆍdivision taxation regulation on corporate law
○ Various acts are applied in merger·division besides commercial law and corporate law, among them, the acts that include special regulation on taxation law were reviewed
□ Establishment of legislation model of the legislation related to merger and division taxation
○ Research on the legislation related to merger·division taxation based on Korean legislation model
Ⅲ. Expected effects
□ To contribute to comprehension of correlation between commercial law and corporate tax law by systematically studying the regulation related to merger·division of commercial law and corporate tax law.
□ To enable the developing countries to utilize this data for their reference in their later legislation, by systematically reviewing the change aspect of Korean merger·division taxation institution along with temporal· economic condition change.
Chapter 1 Introduction 9
Part1 purpose of research 9
Part2 Scope of research 11
Chapter 2 Development of Legislation related to merger and division 15
Part1 General theory of merger and division 15
Part2 Development of Legislation related to merger and division 24
Chapter 3 Review of commercial law and taxation regulation on merger and division 47
Part1 Regulation of commercial law on merger and division 47
Part2 Taxation regulation on merger and division : Corporate taxation 81
Part3 Special cases of commercial law and corporate taxation 111
Chapter 4 Establishment of legislative model of the legistration related to merger and division taxation 125
Part1 Legislative model of basic law 125
Part2 Legislative model of taxation on special case 133
Chapter 5 Conclusion 141
Reference 145
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