지주회사 (Holding Company)의 필요성
지주회사 (Holding Company)란 사업회사 (Operating Company)의 자산 (증권, 건물, 토지, 주식 등)을 소유함이 주된 목적인 또 다른 법적실체 (Legal Entity) 입니다. 지주회사를 설립하여 사업회사의 주식을 갖게 되면 더욱 더 효과적인 세무전략과 재산 보호 효과를 누릴수 있게 됩니다.
많은 개인기업 (Sole Proprietorship)들이 법인으로 전환하는 주요 요인은 개인 자산 보호, 절세 효과, 그리고 자금 마련의 융통성이 있습니다. 법인으로 전환하게 되면 모든 부채 (대출, 외상 매입금 등)는 개인의 책임을 떠나 법인에게 넘어갑니다. 주주들 또한 본인이 투자한 금액 까지만 법적 책임이 있기 때문에, 법인이 파산될 경우 부채에서 보호받을 수 있습니다. 법인도 개인과 마찬가지로 연방세 (Federal Tax) 와 주정부세 (Provincial Tax)가 적용되지만, 개인이 누진소득세로 세금을 낸다면, 법인은 일률 과세로 계산이 되어 개인 소득세율 대부분보다 더 낮은 세율을 누릴 수 있게 됩니다. 이같은 긍적적인 효과 외에도 소유권을 쉽게 양도할 수 있다는 점과, 주주, 임원 등이 상을 당해도 무기한으로 현존할 수 있다는 점이 있습니다.
이같은 효과를 누리고 있는 법인이 무슨 이유로 지주회사가 필요한지는 아래와 같은 이유들이 있습니다.
지주회사를 설립할 경우 가장 중요한 이점으로 다가오는 효과는 조세 이연과 소득 분할입니다. 사업회사에서 발생되는 이익은 낮은 법인세율이 적용된 후 배당금으로 주주들에게 지불될 수 있습니다. 하지만 배당금을 받음으로서 주주들은 개인 세금을 납부 하여 추가로 세금을 내게 됩니다. 만일10% 이상의 의결권 주식 (Voting Share)을 소유하고 있는 지주회사가 배당금을 받으면, 이 배당금은 세금면제가 되어 여러가지 목적으로 재투자 할 수 있게 됩니다. 또한 자금이 개인에게 넘어가기 전 까지는 세금이 이연되고, 언제든지 자금을 출금할 수 있기 때문에 주주가 여러명일 경우 조세 이연 효과와 절세효과를 동시에 누릴 수 있습니다.
예를 들어 법인에서 주주개인에게 배당금을 지급하게 되면 그 금액은 바로 개인세금을 유발하지만, 지주회사로 배당금을 지급해 주주들에게 분배되게 되면, 주주들이 원하는 시기 (한해 소득이 적어 평상시보다 낮은 한계세율로 소득신고를 할 시 등)에 소득으로 보고할 수 있습니다. 또한 지주회사는 개인이 투자할 수 있는 유형 (예: 부동산, 증권, 민간투자, 생명 보험 등)을 똑같이 투자 할 수 있기 때문에 투자전략에 영향을 미치지 않으며, 투자이익이 발생 되어도 개인이 내게될 세금과 비슷한 세율로 세금을 내기 때문에 중요하게 적용되는 저해 요소가 없습니다.
또 다른 이점으로 다가오는 지주회사 효과는 채권자보호입니다. 한 주주나 가족이 모든 주식을 다 소유하고 있어도 지주회사를 통해 여유 자금과 소득을 관리 하는 방법이 현명합니다. 만일 소송을 당해 보상금을 지불하지 못 할 경우, 지주회사에 자금이 있더라도 채무 부담에서 벗어날 수 있습니다.
사업회사의 자본을 지주회사로 옮김으로써 사업매각 시장성을 높일 수 있습니다. 보통 사업을 구입하는 입장 (특히 구입자가 가족이나 직원일 경우) 에서는 필요한 자금이 낮을 수록 부담이 덜 하고 쉽게 자금을 마련할 수 있기에 시장성이 높아집니다. 단, 판매 바로 직전에 자본을 옮기게 되면 복잡한 세금 문제가 발생될 수 있기 때문에 회계사와 상담을 갖는게 필요합니다.
캐나다에서는 개인당 $800,000 (2015년 기준)까지의 중소 기업 주식 양도 소득 면제를 받을 수 있도록 해주는 Lifetime Capital Gains Exemption (LCGE) 이 있습니다. 면제를 받기 위해서는 사업 소유주나 관련인이 2년이상 주식을 갖고있었어야 하며, 90% 이상의 사업 자산이 적극적 수입사업소득 (Active Business Income)을 생성하는데 사용됬어야 합니다. 그렇기 때문에 LCGE에 요건을 충종시키기 위해 지주회사로 적극적 수입사업소득을 생성하는데 불필요한 자본을 옮겨 사업을 “정화” 시켜, 주주들이 면제 혜택을 누를수 있게 해주는 전략이 있습니다.
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