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(영문) 서울중앙지방법원 2020.07.10 2019가합538963

신주발행무효

Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. 1) The parties are stock companies aimed at translation business. The total number of shares issued by the Defendant before January 15, 2019 is 2,00 shares. 2) The Plaintiff and C are shareholders holding each 1,000 shares issued by the Defendant.

B. On December 10, 2018, the Defendant decided to hold a provisional shareholders’ meeting to amend the articles of incorporation at the board of directors on the same day, and on December 21, 2018, passed a resolution to amend the articles of incorporation to establish a new provision on the allotment of new shares by holding a temporary shareholders’ meeting (10% of the voting rights of C and 1/2 of the total number of issued and outstanding shares). The Defendant made a resolution to issue the following new shares on the grounds that it is necessary to increase the capital because the Defendant’s business size increases and it is difficult for the current company to perform its business.

1. Kinds and number of new shares: 1,500 common shares; and

2. Issue value of new stocks: 10,000 won per stock;

4. The date of payment on new stocks: January 14, 2019 (Omission).

6. Method of underwriting new stocks: Allocation by a third party under Article 8-2 (2) of the articles of incorporation;

7. Handling forfeited stocks: The disposal of forfeited stocks that may arise after the subscription date shall be dealt with by a separate resolution of the general meeting of shareholders, but the following matters shall be determined at the general meeting of shareholders in advance for prompt issuance of new stocks and corporate economy:

(1) No new stocks shall be issued for which no subscriber exists even through a public offering.

8. Other detailed matters necessary for the issuance of new stocks shall be entrusted to the representative director.

2) The Defendant is deemed to be the 1,500 new shares on January 15, 2019 (hereinafter “instant new shares”).

(1) The issuance of new shares in this case was made and distributed to a third party (hereinafter “instant issuance of new shares”).

2) The Defendant completed the registration of change as to the issuance of new shares on the same day. [The grounds for recognition] There is no dispute, Gap evidence Nos. 1 through 3, Eul evidence Nos. 3 through 5, 10 (provisional number).