주주총회결의부존재 확인 등
1. It is confirmed that each resolution entered in the defendant's attached list does not exist.
2. The costs of the lawsuit are assessed against the defendant.
1. Basic facts
A. The defendant is a company with the purpose of the transaction brokerage business, electronic commerce business, etc., and the plaintiff is a representative director of the defendant, who is dismissed from office as the representative director and director by the resolution of the general meeting of shareholders of the defendant.
B. The minutes were prepared in relation to each resolution of the board of directors and the general meeting of shareholders listed in the Defendant’s attached list. For the reduction of the capital referred to in the attached list 2, February 4, 2014; for the appointment of directors referred to in the attached list 3, January 13, 2014; for the issuance of new stocks referred to in the attached list 4 and 5, March 28, 2014; for the appointment of directors and representative directors, the registration conforming to the resolution was completed on April 22, 2014; for the dismissal of directors referred to in the attached list 11, June 27, 2014.
[Evidence] Facts without dispute, significant facts in this court, Gap evidence Nos. 1 through 6, Gap evidence No. 9 through 12, the purport of the whole pleadings
2. Determination as to the defense prior to the merits - Attached Table 2
A. In the case of the capital reduction in the main defense of the previous draft, it can be asserted only by means of filing a lawsuit for invalidation of capital reduction within six months from the date of registration under the Commercial Act. The Plaintiff filed a lawsuit seeking confirmation of absence of “case of capital reduction” (attached Table 2) among the resolution of the general meeting of shareholders on December 31, 2013 without filing a lawsuit for invalidation of capital reduction within six months from February 4, 2014, the registration of capital reduction was completed.
The plaintiff's lawsuit on this part is unlawful as it contests the effect of reduction of capital without following the procedure prescribed by the Commercial Act.
B. Article 445 of the Commercial Code provides that the invalidation of the reduction of capital may be asserted by lawsuit within six months from the date of registration of alteration due to the reduction of capital.
However, there are special circumstances to the extent that there is no substance of capital reduction due to extremely serious defects in the resolution for capital reduction by the general meeting of shareholders.