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(영문) 서울고등법원 2019.02.13 2018나2057514

주주총회결의 부존재 등

Text

1. All appeals by the defendant against the plaintiffs are dismissed.

2. The costs of appeal shall be borne by the Defendant.

purport, purport, and.

Reasons

1. Basic facts

A. The Defendant is a company established on November 4, 2015 for the purpose of running information and communications services using computers and communications equipment.

At the time of establishment, the defendant's total number of shares to be issued was 800,000 shares, total number of shares was 200,000 shares, and capital was 100,000 won.

Of the Defendant’s 200,000 shares, F, the only in-house director with Plaintiff A, each of 66,667 shares, and Plaintiff B, who resides in the United States, owns 6,66 shares.

B. F around November 27, 2017, around 10:30 a.m., sent to the Plaintiffs a notice of convening a temporary general meeting of shareholders stating that “F shall hold a temporary general meeting of shareholders with the amendment of the articles of incorporation regarding the total number of shares issued as of December 8, 2017, 09:0 Seoul, G and H’s total number of shares issued as of December 8, 2017, amendments to the articles of incorporation regarding preemptive rights to preemptive rights to new stocks, reduction of subparagraph 3, dismissal from office, and appointment

C. The Defendant, from around 09:00 on December 8, 2017 to around 09:10, held a temporary general meeting of shareholders in Gangnam-gu Seoul Metropolitan Government G and H (hereinafter “instant general meeting of shareholders”). The above general meeting of shareholders attended only F among three shareholders of the Defendant.

The Defendant changed the provisions of the articles of incorporation regarding the total number of shares and preemptive rights to new shares to be issued with the consent of F at the general meeting of shareholders of this case, reduced the total number of shares issued to 10,526 shares, and the capital to 5,263,00 won, and decided to appoint D and E as the Defendant’s internal director.

hereinafter referred to as "each resolution of this case"

(D) On January 12, 2018, according to each of the instant resolutions, the Defendant: (a) changed the total number of shares to be issued by the Defendant from 800,000 to 2,00,000 shares; (b) the total number of shares issued by the Defendant from 200,000 to 10,526 shares; (c) the Defendant’s capital from 100,000 to 5,263,000 shares; and (d) completed the registration that appointed D and E as the Defendant’s intra-company director. 【No dispute-based ground for recognition’s 【No dispute-based evidence, evidence Nos. 1 through 3, and evidence Nos. 6, 7, 9, 13 through 15 (including each number; hereinafter the same shall apply).

each description, image, and pleading of the Commission.