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(영문) 춘천지방법원 2015.05.13 2014가합5289

주주총회결의부존재 확인 등

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1. The number of directors under Article 21 is at least three at a general meeting of shareholders held on February 19, 2014.

Reasons

1. Basic facts

A. The defendant is a company established on May 9, 1990 for the purpose of manufacturing and selling ready-mixeds, and the plaintiff is a representative director and in-house director of the defendant company.

B. According to the statement on the change of shares issued by the Defendant Company on March 31, 2012, the total number of shares issued by the Defendant Company is 80,000 shares, and the Plaintiff’s total number of shares is 24,00 shares, H is 16,00 shares, I, J, K, L, and Merchant Industry Company, respectively.

C. Articles 22 and 27 of the Articles of incorporation of the Defendant Company provide to the effect that “The shareholders who hold shares equivalent to a majority of the total number of issued and outstanding shares are present and appointed by a majority of their voting rights. The representative director shall be appointed at the meeting of the board of directors, but the attendance of a majority of

However, on February 19, 2014, without undergoing the convocation procedure, the Plaintiff, the representative director of the company, was not holding a temporary general meeting of shareholders, E, without holding the temporary general meeting of shareholders. On February 19, 2014, “In the absence of the Plaintiff, the representative director of the company, the director of the company, shall hold a temporary general meeting of shareholders (hereinafter “the first general meeting of shareholders”) while the number of shareholders (80,000 shares held) is present; ① the provisions that “at least three directors of the company, at least one auditor, and one auditor shall be at least one director; ② the auditor shall be dismissed from the office of the representative director and the director; ③ the director of the company, D resign, and ④ the appointment of the inside director of the Plaintiff on March 4, 2014; ② the minutes of a temporary general meeting of shareholders, stating that “in the absence of the Plaintiff, the director of the company and the representative director of the company, the registration of the appointment of inside directors, and the registration of resignation of each inside director CD, respectively, shall be completed.

E. After that, E does not hold a temporary general meeting and a board of directors without a convocation procedure for shareholders, and on March 10, 2014, “A director E” holds six shareholders.