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(영문) 서울고등법원 2019.03.14 2018나2045610

주주총회결의부존재확인 등

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1. Revocation of the first instance judgment.

2. Of the instant lawsuit, the list of the Defendant’s provisional shareholders’ meeting as of August 25, 2016 is as shown in the separate list.

Reasons

1. Facts of recognition;

A. On July 10, 2014, the Defendant was incorporated as KRW 200,00,000 (the total amount of shares issued, KRW 40,000, per common share, KRW 5,000) for the purpose of software development, wholesale and retail business. As of August 25, 2016, the Plaintiff owned KRW 17,600 (holding shares) out of the total number of shares issued by the Defendant Company as of August 25, 2016, and C is the sole internal director of the Defendant and a shareholder holding KRW 22,400 (holding shares) for the Defendant’s shares.

B. On August 25, 2016, the minutes of the general meeting of shareholders, stating that C had made a resolution to amend the total number of shares to be issued and to issue new shares (hereinafter “instant resolution”) while the Defendant held a special general meeting of shareholders on August 25, 2016, and C was certified as to the said minutes of the general meeting of shareholders by a notary public on September 2, 2016.

The Chairperson of the Bill No. 1 explains that the articles of incorporation on the total number of shares to be issued by the Company needs to be modified as follows when the issuance of new shares by the Company is made, and the copies and copies thereof need to be approved by unanimously with the consent of all of them without any objection.

§ 5 (Total Number of shares to be issued by the Company) The total number of shares to be issued by the Company shall be 1,000,000 shares.

The Chairperson of the Bill No. 2 provides an explanation that the capital needs to increase by issuing new shares as it is difficult to carry on the business as the current capital is increased due to the increase in the business size of the company, and that the capital needs to increase by issuing new shares, and without any objection by all the members, it is resolved to issue new shares as follows:

Resolutions

1. Title: Subscription for new shares issued;

2. Amount of capital increase with new shares: 400,000,000 won;

3. Issuance value per stock: 5,000 won;

4. Number of issued stocks: 80,000 common stocks.

5. Date of payment: September 1, 2016.

6. Payment place: The branch offices of the Bank of Korea;

7. The method of acquiring new stocks: The number of stocks owned by stockholders;