법인 합병에 있어서 미실현이익에 대한 주주 과세의 강화

Generally, the tax law treats a corporation as a different tax payer separate from its shareholders. As a consequence, the income earned by a corporation is taxed both when the income is earned by the corporation and when the earning is distributed to the shareholders. This leads to the issue of double taxation. In corporate merger, both the merged corporation and its share- holders are taxed for the earning reflecting the unrealized gain existing in assets owned by the merged corporation. Such taxation also raises the double taxation issue. The double taxation causes economic distortions against tax neutrality. One plausible way for solving the double taxation problem caused by corporate tax is dividend relief called as a partial integration of corporate and individual income taxes. A variety of methods for dividend relief have been proposed. They could be classified in several ways. One way would be as follows：(i) a method pursuing taxation at corporate level, (ii) a method pursuing taxation at shareholder level. The second is evaluated as a better method, which makes it possible to accomplish equity among shareholders. Both the imputation method and the dividend deduction method pursue taxation at shareholder level. One more important factor deserving consideration in pursuit of a desirable way for dividend relief is the issue of incidence of corporate tax. The incidence of corporate tax could impose a negative effect on the redistribution of wealth among shareholders, workers, and consumers. Unfortunately, it is very uncertain who ultimately bears the burden of corporate tax. If the incidence of corporate tax is considered sufficiently, the dividend deduction method, under which the corporation is not taxed for the distributed earning such as the unrealized gain in corporate merger, is more desirable than the imputation method. The current tax law regarding corporate merger is based on the imputation method for solving the double taxation for the unrealized gain. Therefore, the current tax law is exposed to the risk of incidence of corporate tax. Sometimes the current tax law fails to reach tax neutrality in a certain degree, another cause for which is dual ownership for the unrealized gain. The dividend deduction method, accompanied by full taxation for capital gain resulting from stock transfer, could solve such problems. The dividend deduction needs to be substituted for the imputation as a method for dividend relief in taxation for unrealized gain in corporate merger.