Article 157 (Scope of Major Shareholders of Listed Companies, etc.)

For the purposes of 「Income Tax Act」, Article 94, Paragraph 1, Subparagraph 3, Item a, "major shareholder of a listed company as prescribed by Presidential Decree" means any person falling under any of the following subparagraphs (hereinafter referred to as "major shareholder of a listed company" in this Chapter and Article 225-2). <Amended by Presidential Decree No. 32577, Feb. 28, 2025> 1. A shareholder or investor who owns shares, etc. (excluding juridical persons, and hereinafter referred to as "shareholder of 1 person" in this Chapter) when the total amount of shares, etc. owned by that shareholder of 1 person as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls (or the date of registration of establishment of a newly established company in the business year in which the transfer date of shares, etc. falls, as to companies newly established in the business year in which the transfer date of shares, etc. falls; hereinafter the same applies in this Article and Article 167-8) accounts for 1/100 or more of the total shares, etc. of the relevant company (hereinafter referred to as "ratio of owned shares" in this Chapter), and that shareholder of 1 person. Provided, however, that if the total ratio of owned shares by the shareholder of 1 person and persons specially related thereto under 「Enforcement Decree of the Income Tax Act」, Article 43, Paragraph 8, Subparagraph 1 (hereinafter referred to as "shareholder of 1 person, etc." in this Article) as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls, is the largest among the shareholder of 1 person, etc. of the relevant company, and the total ratio of owned shares by the shareholder of 1 person and persons who have a relationship with that person as specified in any of the following items as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls (hereinafter referred to as "other shareholder of a listed company" in this Chapter) is 1/100 or more as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls, it means the shareholder of 1 person and the other shareholder of a listed company. a. A person falling under any of the subparagraphs of 「Enforcement Decree of the Framework Act on National Taxes」, Article 1-2, Paragraph 1 b. A person falling under 「Enforcement Decree of the Framework Act on National Taxes」, Article 1-2, Paragraph 3, Subparagraph 1 2. A shareholder of 1 person when the market value of the shares, etc. of the relevant company owned by that shareholder of 1 person as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls, is 5 billion won or more. Provided, however, that if the total ratio of owned shares by the shareholder of 1 person, etc. as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls, is the largest among the shareholder of 1 person, etc. of the relevant company, and the total market value of shares, etc. owned by the shareholder of 1 person and other shareholder of a listed company as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls, is 5 billion won or more, it means the shareholder of 1 person and the other shareholder of a listed company.

For the purposes of the proviso to 「Income Tax Act」, Article 94, Paragraph 1, Subparagraph 3, Item b, "major shareholder of an unlisted company as prescribed by Presidential Decree" means, notwithstanding subparagraph 2 of Article 167-8, the shareholder of 1 person and persons who have a relationship with that person as specified in the classification of the following subparagraphs as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls (hereinafter referred to as "other shareholder of an unlisted company" in this Chapter) when the total ratio of owned shares by the shareholder of 1 person and the other shareholder of an unlisted company, or the total market value of shares, etc. owned by the shareholder of 1 person and the other shareholder of an unlisted company, meets the criteria of subparagraph 2 of Paragraph 2, and that shareholder of 1 person and other shareholder of an unlisted company. 1. When the total ratio of owned shares by the shareholder of 1 person, etc. is the largest among the shareholder of 1 person, etc. of the relevant company: A person falling under any of the items of subparagraph 1 of Paragraph 1. 2. When the total ratio of owned shares by the shareholder of 1 person, etc. is not the largest among the shareholder of 1 person, etc. of the relevant company: A person falling under any of the following items. a. Linear ascendants or descendants. b. Spouse (including a person in a de facto marital relationship). c. A person falling under 「Enforcement Decree of the Framework Act on National Taxes」, Article 1-2, Paragraph 3, Subparagraph 1.

When applying Paragraphs 1 through 4, if a shareholder of a merged company receives new shares of the surviving company due to a merger and transfers those shares in the business year in which the date of registration of merger falls, the scope of a major shareholder, etc. shall be determined based on the shareholder's holdings as of the date of registration of merger of the merged company.

If a shareholder lends shares under the condition of receiving back the same type and quantity of shares, etc. after a certain period, those shares shall be deemed the lender's shares during the period from the date of lending to the date of return, and Paragraphs 1 through 4 shall apply.

Notwithstanding subparagraphs 1 and 2 of Paragraph 1 and Paragraph 3, if the ratio of owned shares or the total ratio of owned shares did not meet the criteria according to the relevant subparagraphs as of the closing date of the business year immediately preceding the business year in which the transfer date of shares, etc. falls, but subsequently the criteria are met by acquiring additional shares, etc., then the shareholder of 1 person, other shareholder of a listed company, or other shareholder of an unlisted company after the date of acquisition shall be deemed a major shareholder of the relevant listed company or unlisted company according to the relevant subparagraphs.