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(영문) 인천지방법원 2018.02.21 2017가합58082

주주총회결의 부존재확인

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1. There is no resolution that the Defendant appointed E as an internal director at the general meeting of shareholders on February 8, 2017.

Reasons

1. Basic facts

A. The Defendant is a corporation established on April 4, 2007 for the purpose of hot spring development business, real estate development business, sale business, etc.

B. The total number of shares issued by the Defendant is 10,000 shares (one share price of 5,000 won) and capital is 50,000,000 won.

C. At the present corporate register of the defendant, E is registered as an internal director on February 8, 2017.

[Ground of recognition] A without dispute, entry of evidence No. 1, purport of the whole pleadings

2. The parties' assertion

A. The Plaintiffs’ assertion that Plaintiff A owned 4,00 shares of the Defendant, Plaintiff C owned 3,00 shares, Plaintiff C owned 3,000 shares, and Plaintiff B owned 3,000 shares, and the Defendant’s corporate register was registered as being elected and taken office as the Defendant’s internal director on February 8, 2017. However, there was no lack of a resolution of the general meeting of shareholders that the Plaintiffs, a shareholder, attended on February 8, 2017, to appoint E as an internal director, and there was no outcome of a resolution or convocation procedure of the board of directors to hold the general meeting of shareholders.

The only in-house director of the defendant was the only in-house director before the change to E, and the F was registered as an in-house director in the above way.

On February 8, 2017, a resolution of the general meeting of shareholders on February 8, 2017, in which E is appointed as an internal director, shall be sought to be confirmed as invalid because there is no or significant defect.

B. The Plaintiffs, which are listed in the Defendant’s shareholder registry, are not actual buyers, but merely the fact that G lends the Plaintiffs’ name to allocate shares and register shares on the shareholder registry.

Since 2016, H, the husband of E, lent money exceeding KRW 700 million to G, or paid the construction cost of a hot spring business that G had been conducted under the name of the Defendant to G, etc. He was entitled to claim claims. G, although G became a defendant's internal director, it is expected that H or H will transfer the money to a person designated by H or H.