주주총회결의취소 및 채무부존재확인
1. The non-existence or invalidity of a resolution of the board of directors among the instant lawsuit and the invalidity of the issuance of new shares, and August 12, 2014.
1. Basic facts
A. The Defendant (hereinafter “C”) was established for the purpose of waste recycling business, etc. on November 25, 2013. At the time, all 20,000 shares issued by the Defendant was acquired by E and title trust was held by F. The director, who is an officer, was F, and the auditor was appointed by the Plaintiff B.
After that, on March 6, 2014, Plaintiff A was appointed as an internal director of Defendant U.S., and Plaintiffs were employed as Defendant U.S. director and auditor until August 12, 2014.
B. As of May 28, 2014, the Defendant’s register of shareholders indicated that 10,900 shares of 20,000 shares issued are owned by Plaintiff A and held by F.
C. On May 28, 2014, the Defendant: (a) held a temporary general meeting of shareholders as an agenda item; (b) held a board of directors on the same day as the minutes of the general meeting of shareholders with the consent of all shareholders (hereinafter “instant resolution of the general meeting of shareholders”); and (c) prepared the minutes of the board of directors stating that all the agenda items, such as the attached Table 2, were resolved by the unanimous consent of all directors (hereinafter “instant resolution of the board of directors”); and (d) received a notarized authentication from the Ghap law office.
In accordance with the resolution of the instant board of directors, the Defendant issued 40,00 new shares on May 28, 2014. Of them, 20,000 shares were subscribed to F and subscribed to H for 20,000 shares, and the Defendant completed the registration by changing the total number of issued shares to 60,000 shares on May 29, 2014.
However, on July 23, 2014, E had a title trust with the Plaintiff’s shares 10,900 shares owned by the Plaintiff, and the Plaintiff expressed his/her intent to terminate the title trust, and I was transferred from F on August 12, 2014 (=9,100 shares).
Therefore, on August 12, 2014, the defendant's list of shareholders stated that I holds 29,100 shares, H holds 20,00 shares, and E holds 10,90 shares.
E. I, H.A. shareholder on the Defendant’s list of shareholders