(1) A surviving corporation that qualifiedly merges shall be deemed to have succeeded to the assets of a merged corporation at the book value, notwithstanding Article 44-2. In such cases, the surviving corporation shall appropriate the difference between the book value and the market price referred to in Article 44-2 (1) per asset, as prescribed by Presidential Decree. <Amended on Dec. 24, 2018>
(2) A surviving corporation that qualifiedly merges shall succeed to the losses referred to in Article 13 (1) 1 as at the registration date of the merger of the merged corporation and the amount included in or excluded from the gross income or deductible expenses when the merged corporation calculates the amount of income and the tax base for each business year, other assets, liabilities, reductions, tax credits, etc. referred to in Article 59, as prescribed by Presidential Decree. <Amended on Dec. 24, 2018>
(3) Where any of the following occurs during the period prescribed by Presidential Decree not exceeding three years, a surviving corporation that qualifiedly merges (excluding the cases deemed as a qualified merger pursuant to Article 44 (3)) shall include, as prescribed by Presidential Decree, in gross income the difference between the book value of the succeeded assets and the market price referred to in Article 44-2 (1) (limited to only where the market price exceeds the book value; hereafter the same shall apply in paragraph (4)), the amount deducted from the succeeded losses when calculating the amount of income for the business year which includes the date the grounds arise, etc. and shall not apply reductions or tax credits starting from the relevant business year after paying the amount of reductions, tax credits, etc. deducted upon succession from the merged corporation under paragraph (2) in addition to the corporate tax for the relevant business year, as prescribed by Presidential Decree; provided, the same shall not apply where inevitable circumstances prescribed by Presidential Decree exist: <Amended on Dec. 19, 2017; Dec. 24, 2018>
1. Where a surviving corporation discontinues the business succeeded to from a merged corporation;
2. Where stockholders, etc. of a merged corporation prescribed by Presidential Decree dispose of the stocks, etc. received from a surviving corporation;
3. Where the number of the employees specified by Presidential Decree (hereafter in this subparagraph, referred to as "employees") as employees of the surviving corporation as at the end of each business falls below 80/100 of the sum of employees of the merged corporation and the surviving corporation as at one month before the date of registration of the merger.
(4) A surviving corporation which includes in gross income the difference, etc. between the book value of the transferred assets pursuant to paragraph (3) and the market price referred to in Article 44-2 (1), it shall include, as prescribed by Presidential Decree, in gross income or deductible expenses the difference between the transfer value paid by the surviving corporation to the merged corporation and the net market price of assets as at the registration date of the merger of the merged corporation until the date five years pass after the registration date of the merger from the date any of the grounds referred to in paragraph (3) arises. <Amended on Dec. 24, 2018>
(5) A surviving corporation, to which paragraph (1) applies, shall file a detailed statement on the succeeded assets due to division to the head of the tax office having jurisdiction over the place of tax payment, as prescribed by Presidential Decree. <Amended on Dec. 24, 2018>
(6) Matters necessary for criteria for determining the continuance or discontinuance of the succeeded business, for calculating the amounts included in gross income and deductible expenses, the method for inclusion referred to in paragraphs (1) through (5), and other matters shall be prescribed by Presidential Decree. <Amended on Dec. 24, 2018>[This Article Wholly Amended on Dec. 30, 2010][Title Amended on Dec. 24, 2018]