합자회사 사원변경등기 등
1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. The fact that Defendant A is a general partner with a share of KRW 342,00 in Defendant Limited Partnership Company B is no dispute between the parties.
2. On January 27, 2012, the Plaintiff and Defendant A concluded a sales contract with the purchase price of KRW 40,000,000 with respect to the above shares, and agreed that the Defendant may repurchase the above shares until January 27, 2013. However, on the ground that Defendant A did not exercise the right of repurchase until the said period, the Plaintiff sought a transfer of shares based on the above sales contract to Defendant A, and Defendant A demanded implementation of the transfer procedure with respect to the above shares for Defendant Limited Partnership B.
On the other hand, Article 276 of the Commercial Act provides that "a partner with limited liability may transfer all or part of his/her equity shares to another person upon the consent of all other members with unlimited liability." Article 269 of the Commercial Act provides that "a limited partnership shall apply mutatis mutandis to matters not otherwise provided for in this Chapter," and Article 197 of the Commercial Act provides that "a member with unlimited liability shall not transfer all or part of his/her equity shares to another person without the consent of other members with unlimited liability."
In light of the purport of the above law, in order to transfer the general partner’s right to equity in Defendant limited partnership company B, the consent of all other general partners should be obtained, and there is no evidence to acknowledge that the consent of all general partners was obtained in this case.
3. If so, the plaintiff's claim is dismissed as it is without merit without further review. It is so decided as per Disposition.