BUSINESS MERGERS AND ACQUISITIONS ACT Article 39

In carrying on a division or the acquisition of assets or shares by a company pursuant to Articles 27 through 30 of this Act, with the shares entitled with voting rights as the consideration to pay the company so merged/consolidated and acquired while such shares are at a value not less than sixty-five percent of the total consideration, or where a company is carrying on the merger/consolidation, the following shall apply:1.Any and all deeds and certificates so created are exempted from stamp tax;2.The title-ship of acquired immovable property is exempted from deed tax;3.Transferred securities are exempted from securities exchange tax;4.Any commodities or labor service transferred is deemed as not falling within the scope of imposition of business tax;5.The transfer registration of the title-ship shall be immediately completed after the current value of any land owned by the company with the transfer declared is confirmed. The land value increment tax duly born by the existing land title holder may be registered under the name of the company acquiring the land after the merger/consolidation and acquisition; in case of any further transfer of that land, the land value increment tax registered shall be paid on a priority basis over any and all liabilities and mortgage from the proceedings of the disposition of such land.After the land value increment tax under Item 5 of the preceding paragraph is registered, when the acquired company or divided company transfers shares acquired as consideration and holding of such shares falls below sixty-five percent of the original consideration within three years upon completing the registration of the land transferred, the acquired company or the divided company shall make later payment of the land value increment tax registered; any shortage of the later payment shall be made good by the acquiring company and the surviving company or the newly incorporated company after the division.