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"[특강] 고경미 세무사가 밝히는 2026 세법개정안 — 자기주식·가업승계 절세 마지막 기회"가업승계 컨설팅 300번 실행한 세무법인 신율

Expert analysis on 2026 Korean tax law revisions affecting treasury stock and family business succession, highlighting key tax and legal changes.

Key Takeaways

  • Immediate tax implications for treasury stock acquisitions starting 2027 require careful planning.
  • Mandatory retirement of treasury shares introduces new compliance and tax risks.
  • Family business succession tax benefits are now more restrictive and require timely action.
  • Obtaining authoritative tax interpretations is crucial to mitigate risks under new laws.
  • Strategic retirement of treasury stock can be a better sales tactic than relying on capital gains tax advantages.

What the video covers

  • Treasury stock taxation revised to treat acquisitions as deemed dividends with elimination of capital gains tax starting January 1, 2027.
  • Commercial Act amendments mandate retirement (incineration) of treasury shares within one year of acquisition, with penalties applying mainly to listed corporations.
  • Existing treasury shares acquired before enforcement must be retired within 6 months after the enforcement date extension.
  • No dividend income tax on retirement of treasury shares currently held by corporations, newly codified in law.
  • Risks exist if treasury shares acquired after March 6, 2026, are retired with dividend income tax potentially imposed; authoritative interpretation recommended.
  • Exceptions to mandatory retirement include disposal to shareholders, stock options, employee stock ownership plans, or financial restructuring.
  • Corporate tax treatment changes from January 1, 2027: losses from treasury stock disposal are non-deductible and gains from retirement are not gross income.
  • Family business succession tax benefits are restricted to 272 eligible industries, with a new review committee overseeing approvals.
  • Inheritance deduction period extended from 10 to 30 years for family business succession eligibility.
  • Urgency emphasized to act before July 1, 2024, to optimize tax benefits under the new laws.

Chapters

  1. 00:00Treasury Stock Taxation Revision Overview
  2. 01:05Commercial Act Amendments and Penalties
  3. 02:15Tax Treatment of Retiring Treasury Shares
  4. 03:43Risks and Authoritative Interpretation for New Acquisitions
  5. 04:57Exceptions to Mandatory Retirement Rules
  6. 06:12Corporate Tax Changes on Treasury Stock Disposal
  7. 07:19Family Business Succession Eligibility and Review Committee
  8. 08:44Inheritance Deduction and Urgency for Action

Answers

Questions about this video

What are the key changes to treasury stock taxation starting in 2027?

Starting January 1, 2027, treasury stock acquisitions will be immediately taxed as deemed dividends, eliminating capital gains tax. Additionally, treasury shares must be retired within one year of acquisition under the revised Commercial Act.

Are there any tax exemptions when retiring treasury shares currently held by a corporation?

Yes, a recent legal amendment explicitly states that there is no dividend income tax on the retirement of treasury shares held by a corporation, as these are corporate assets and not shareholder income.

How has the family business succession tax benefit changed under the new law?

The family business succession tax benefit is now limited to 272 eligible industries with a new review committee to approve qualifications. The inheritance deduction period has also been extended from 10 to 30 years, making timely action critical.

Full Transcript — Download SRT & Markdown

00:01
Speaker A
Uh, this time, the revision to treasury stock taxation has been changed so that acquisitions are immediately taxed as deemed dividends, as expected. It has been revised to completely eliminate capital gains tax. The effective date of the revision was delayed longer than expected, and it has been revised to apply to treasury stock acquisitions starting from January 1st of next year.
00:17
Speaker A
For treasury stocks acquired by the end of this year, or before the end of December 2026, the previous regulations will apply, meaning they will be taxed under capital gains tax. And as you are well aware, the Commercial Act prohibited certain treasury stock acquisitions after March 6, 2026. So, it didn't ban the acquisition of treasury stock itself, but it was revised to make incineration mandatory.
00:24
Speaker A
So, after the Commercial Act was revised, the requirement to incinerate treasury stock within one year of acquisition seems to conflict quite a bit. Then, we need to review what happens if we acquire treasury stock now and pay capital gains tax. For
00:36
Speaker A
existing treasury stocks acquired before the enforcement date, they must be incinerated within 6 months after the enforcement date, so 1 year and 6 months; the incineration period was extended by 6 months. Naturally, since acquisitions occur after March 6th, it
00:46
Speaker A
is correct to see it as one year for treasury stocks acquired from now on.
01:05
Speaker A
And the Commercial Act was revised to include provisions prohibiting general acquisitions, while penalties for directors now only apply to listed corporations. So, for non-listed stocks, it is a discretionary regulation. So, even before I started this lecture, I
01:18
Speaker A
received a question asking what I think about ignoring the Commercial Act regulations regarding this treasury stock and proceeding with the acquisition while paying capital gains tax. So, this requires a lot of review, but the National Tax Service's previous
01:23
Speaker A
taxation moves did not completely ignore the Commercial Act or its revisions when imposing taxes. When the Commercial Act was revised in 2011 and many companies were acquiring treasury stocks, they initially denied all treasury stock acquisitions. To resolve temporary payments, CEOs would have the
01:38
Speaker A
company buy and sell treasury stock, and initially, it was all treated as temporary payments, but then administrative interpretations came out saying that if commercial law procedures are followed, it would not be viewed as a temporary payment. With such precedents emerging, the issue was
01:56
Speaker A
essentially resolved. Since the Commercial Act now effectively mandates the retirement of treasury shares, making it appear as though the acquisition of such shares is restricted, I believe that completely ignoring this poses a potential tax risk. You are likely wondering what
02:15
Speaker A
will happen when you retire the treasury shares that have already been acquired. Regarding this, the recent legal amendment stipulates that there is no dividend income tax on the retirement of treasury shares currently held by a corporation. This provision
02:29
Speaker A
has been newly established. However, that is quite self-evident. Since treasury shares held by a company are corporate assets, not held by shareholders, there is no subject to tax for dividend income when the corporate assets are reduced without compensation. Yet, I find significance
02:50
Speaker A
in the fact that this has now been codified. Then, for existing treasury shares, when the CEO first sold them to the corporation a few years ago, we did not know they would be retired. We did not know the Commercial Act would be
03:11
Speaker A
amended this way. We are retiring them because we have no choice due to this amendment to the Commercial Act. If we highlight this aspect and proceed with a reduction or retirement without compensation, I believe they cannot impose taxes because the mandatory
03:24
Speaker A
provision has now been newly added to the law. However, when we implement this, we will obtain an authoritative interpretation to proceed more safely, and I expect the retirement of existing treasury shares will be treated as a non-compensated retirement; that is how
03:43
Speaker A
we plan to move forward. The Commercial Act is being amended after March 6th, so will treasury shares acquired from now on be viewed the same way? You are proceeding with them knowing they will be retired, after all. Yes. So, if we
03:55
Speaker A
acquire treasury shares under the current state where the Commercial Act has created a provision for the retirement of treasury shares, and we retire them within one year as required by the Act. I see a risk regarding whether they will refrain from imposing
04:11
Speaker A
dividend income tax on this as well. That is my opinion. Because it looks like you proceeded while fully aware of the consequences. And there is no provision stating that it will be exempt from taxation. Yes. Therefore, if you intend to proceed this way, it
04:28
Speaker A
would be safer to obtain an authoritative interpretation confirming that there will be no dividend income tax imposed when retiring treasury shares acquired this year. I believe it would be safest to proceed only after receiving such a response. And now, in
04:43
Speaker A
my opinion, since this is a bit difficult, we should look at the exceptions to the mandatory retirement rule. You could dispose of them equally to existing shareholders, use stock options, an employee stock ownership plan, or revise the articles of
04:57
Speaker A
incorporation to acquire them for financial restructuring or business management purposes. And since there are no penalties even if the mandatory retirement rule isn't followed, you should hold a shareholders' meeting every year to manage the treasury stock so that it continues to qualify for
05:07
Speaker A
these exceptions. Well, there is certainly some risk involved. What I want to say is, isn't it risky to use the upcoming capital gains tax on treasury stock as a sales tactic to close deals by the end of this year? I
05:24
Speaker A
personally think retiring treasury stock is a better sales tactic. By retiring treasury stock quickly to remove non-operating assets before applying for the special tax treatment for family business succession, we can offer to retire them for free. And then
05:44
Speaker A
proceed with the family business succession gift tax scheme. Since things will get worse after July 1st of next year, let's do it quickly. I think this is a better approach. You should review this and make your own judgment.
05:59
Speaker A
Also, regarding corporate tax on treasury stock, losses from disposing of them have been changed to be non-deductible. And gains from the retirement of treasury stock are also not considered gross income. Yes. This applies to treasury stock disposals from January 1, 2027, so the common
06:12
Speaker A
practice of acquiring treasury stock and treating it as a donation or expense or transferring it to capital surplus is no longer possible. Yes, it can no longer be treated as an expense.
06:24
Speaker A
You can look at it this way starting next year. Also, the special tax treatment for family business succession and the inheritance deduction for family businesses have changed for the worse. To a shocking degree. Yes. Since this is a government
06:41
Speaker A
proposal, we don't know if it will be finalized this way, but it's a situation that could be favorable or unfavorable to us, though it has become better for closing deals. Yes. We still have time until the end of this year
06:52
Speaker A
and before July 1st of next year, so let's move quickly. Yes. For starters, they have newly established a definition for a family business. I wonder if we will be able to filter all of this out? Are they telling us not to
07:06
Speaker A
do it? It makes me think that much, and I have handled a great number of family business succession cases. Previously, for family business succession, almost all industries were eligible, except for a few listed excluded ones, but the system has now changed to a positive
07:19
Speaker A
list. So, only 272 industries are currently eligible. The policy has changed to only allow these 272 industries, and a new "Family Business Succession Review Committee" has been established to approve whether a business qualifies. Also, the defin
07:32
Speaker A
do it? It makes me think that much, and I have handled a great number of family business succession cases. Previously, for family business succession, almost all industries were eligible, except for a few listed excluded ones, but the system has now changed to a positive
07:47
Speaker A
list. So, only 272 industries are currently eligible. The policy has changed to only allow these 272 industries, and a new "Family Business Succession Review Committee" has been established to approve whether a business qualifies. Also, the definition of a family business has
08:10
Speaker A
changed to "a company possessing specialized technical know-how," making the criteria much stricter. You can see it this way: marts, bus and taxi transport, parking services, warehousing, hospitals, and pharmacies have been excluded. We talked about the warehousing industry a lot, but it has
08:31
Speaker A
now been amended to be ineligible. In any case, the definition of a family business has become very rigorous. You must receive prior approval from the review committee. I think you can just remember it that way. Regarding the family business inheritance deduction
08:44
Speaker A
and special gift tax provisions, let me first talk about the inheritance deduction. For the family business inheritance deduction, the decedent currently must have managed the business for at least 10 years. 30 years. Yes. It has been amended to 30
08:56
Speaker A
years, which is quite long. Yes. It's become too long, and while it is allowed for 20 years, the post-management period, which was 10 years, has been amended so that the shortfall can be extended. The post-management period is significantly
09:13
Speaker A
increasing. Yes. That is how it has been amended. And for the heir's requirements. You should provide advance notice to the relevant companies about this. Previously, an heir only needed to start working in the company 2 years before the CEO
09:26
Speaker A
passed away—that is, before the inheritance began—but now it is 5 years. It has been changed to require working there for 5 years prior. So, it means they should prepare in advance.
09:37
Speaker A
Also, the scope of land eligible for the deduction has been reduced. Even before, non-business land was not eligible. But the criteria for non-business land used to allow land within 3 to 7 times the total floor area of the building used for business
09:51
Speaker A
purposes. 3 to 7 times. This means they wouldn't recognize cases where a company claimed too much land was for business just by building a single structure. They didn't recognize that, but there were almost no companies that met these criteria anyway. Because 3 to
10:02
Speaker A
7 times is quite a wide range. So, while we met these requirements when proceeding with the special gift provisions, it has now been reduced to 2 to 3 times. So, this has been significantly reduced. For companies with a lot of land, it's a good
10:19
Speaker A
opportunity to talk about the special gift tax provision. You could say, " Since you have so much land, this might not be possible later, so let's proceed with the special gift tax provision before the revision." Yes. I think that
10:28
Speaker A
would be a good approach. Anyway, changing business sectors, which was previously possible within broad categories, has been restricted to only being allowed with approval from the review committee. So, it has become more difficult. Personally, I think it might have become a bit too strict; for
10:46
Speaker A
corporations running both eligible and ineligible business sectors, they used to allow it as long as the main business—the one with the most revenue—was an eligible sector. Now, they will require separate accounting to allocate and handle it accordingly.
11:06
Speaker A
In other words, they won't provide the benefit for the ineligible sectors. It has been revised in this way. It has become extremely complicated. So, for companies that operate both eligible and ineligible businesses, there is now another reason to act quickly. But as
11:20
Speaker A
we apply this special provision for business succession gifts, this specific part really concerns me. We are pushing to proceed before the revision, but the special provision for business succession gifts is only meaningful if it eventually leads to the business inheritance deduction. So,
11:34
Speaker A
I think you need to give this area a lot of thought. You should discuss it thoroughly with the CEO, because even if we utilize the special provision for business succession gifts, it is still structured to be settled after 10 years
11:46
Speaker A
. This means you might end up not being able to receive the business inheritance deduction later. Yes.
11:50
Speaker A
Therefore, I think you should focus on the real estate aspect when talking to companies that hold property. You are handing over real estate, and you can't just transfer everything at such a low value. In the future, it's better to
12:02
Speaker A
transfer more to the children now, so even if there is a settlement 10 years later when inheritance occurs, it is clearly still a gain. Plus, you can increase their equity share to pay dividends to the children. Yes. You
12:14
Speaker A
should continue to highlight the advantages of this special gift tax provision. But from our experience, um, am I speaking too fast? Yes. Very, yes.
12:24
Speaker A
Yes. I am trying to go slowly, but there is just so much I want to tell you today, and I...Since I couldn't start early, I...I'm speaking like a machine gun, trying to get through it quickly. But everyone's expression is,
12:35
Speaker A
yes. Very, yes. You all seem very focused and seem to be understanding it well. Since you've already reviewed it to some extent. Yes. So, if I may share , regarding the special tax treatment for business succession, I’ve been
12:46
Speaker A
involved in corporate sales for a very long time—some of you here may have met me before. My code goes back to '13 . I’ve been working since 2013, but initially, I didn't think the special tax treatment for business succession
12:58
Speaker A
was our territory. Not in our consulting scope. I thought if we brought it up, the tax accountant would take it away, so we kept steering clients in other directions. I'd say that with the special tax treatment, you have to go through inheritance
13:09
Speaker A
deductions, and the post-management requirements are tough, so let's switch to other methods quickly. We often talked about creating a new corporation to dry up revenue here and move it over there, didn't we? But from my experience, "drying up" isn't easy, and
13:22
Speaker A
stock value doesn't really go down anymore. As you know, a lower limit has been set, unlike before. Since the floor exists, it doesn't drop, and I don't know how long we can even help them with that "drying up" process.
13:33
Speaker A
Also, in that process, issues like internal trading arise, and they get taxed for using paper companies, so CEOs are increasingly reluctant to create new firms to drain value. So I started talking about the special tax treatment, and it turns out it’s an
13:50
Speaker A
area that incumbent tax accountants rarely touch. I think it’s better to incorporate it into our consulting domain. The special tax treatment for business succession. Yes. So, I realized pushing for the special tax treatment is actually more promising.
14:00
Speaker A
That’s what I’ve been thinking lately. It’s safe, and it doesn't clash with the tax accountant. Sure, the accountant might try to take it over. But we aren't just talking about the special tax treatment; we also resolve advance payments if there are
14:13
Speaker A
any, and we have other ways to handle spousal shares to ensure a smooth succession, plus we have better opportunities now. If a company has treasury stocks, we can retire them and proceed with the special tax treatment; I think that’s a winning strategy. So
14:30
Speaker A
, even if people talk about inheritance deductions, you should argue that because there is real estate, doing it now is unconditionally advantageous. I think that’s the direction you should take. Companies without real estate will naturally need to think about it a
14:42
Speaker A
bit more. But we actually had a company that went through with the special tax treatment and then sold the business.
14:49
Speaker A
Some also retired their stocks, and the CEOs are all very satisfied. Because the fact that the children have already received everything is a very big deal to them. If the children receive everything now and the company is sold,
14:59
Speaker A
even if they pay inheritance tax later, they won’t be able to get the business inheritance deduction. However , since the inheritance tax has to be paid upon settlement, even if you pay it, the children receive the full acquisition price right now. So, they
15:09
Speaker A
are receiving the full proceeds from the sale. They place great importance on that, and for companies with large capital, they were very happy to receive a large amount from stock retirement due to the children's high ownership stake. Instead, they are
15:22
Speaker A
giving up the family business inheritance deduction. If they retire shares or sell the stock. Yes. Anyway, I think you should look more into the special provisions for family business succession gifts. Also, the deduction limit has changed. Previously, it was
15:36
Speaker A
60 billion or 30 billion won depending on the years of service, but it has been revised so that it is now the decedent's years of service multiplied by 2 billion won, with a limit of 100 billion won. I think this has actually
15:50
Speaker A
become a bit more reasonable. Before, if the years were cut off, it would increase by just one year, which caused a "threshold effect" that wasn't very good. But that has changed, and the post-management requirement has been increased from 5 years to 10 years. The
16:04
Speaker A
gift special provisions have also changed in almost the same way, so for businesses that have been running for over 20 years, companies that are eligible this year might not be next year. Yes. So you must do this within
16:17
Speaker A
this year. And if the recipient changes the business type, it will be subject to clawback, and changes are only permitted through a review committee, so you must make sure to provide guidance on this. Well, I will conclude the amendments here and move on to talk
16:34
Speaker A
about participating stocks. Yes. M.
Topics:treasury stocktax law revision 2026capital gains taxdeemed dividendsCommercial Act Koreafamily business successioninheritance deductioncorporate taxtax planningtax risk management

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