공정증서원본불실기재미수
The defendant's appeal is dismissed.
1. The summary of the grounds for appeal (misunderstanding of legal principles) is that the Defendant was delegated by H, the representative director of C Co., Ltd. (hereinafter “C”) with all the powers of a representative director, and thus, the representative director has legitimate authority to convene a general meeting of shareholders pursuant to the provisions of C’s articles of incorporation that he/she has the authority to convene
The defendant, as the largest shareholder who has taken over C's 85% of the shares, may directly appoint himself as the chairperson of the general meeting of shareholders, and further hold a general meeting of shareholders as the chairperson.
A general meeting of shareholders, claiming that H, etc. held as of February 13, 2014 and dismissed the defendant from office directors (hereinafter referred to as “general meeting of shareholders as of February 13, 2014”), has no effect since it was not held by the defendant but actually held.
After that, "the general meeting of shareholders held by the defendant as of February 18, 2014" is "the general meeting of shareholders of this case".
Since the resolution of the board of directors was made for the convocation of the general meeting of shareholders and the defendant was the largest shareholder, there was no defect in the convocation procedure or only the defect in the cause of revocation exists.
If there is a defect corresponding to the reason for cancellation, the crime of false entry in the original notarial deed is not established.
Even if the general meeting of shareholders of this case was held without a resolution or convocation procedure of the board of directors, the Defendant is the largest shareholder who acquired 85% of the C shares. Thus, the resolution of the general meeting of this case is valid unless there are special circumstances, and the registration according to the resolution is consistent with substantive relations, and thus cannot be deemed as a registration stating false matters.
Nevertheless, the lower court erred by misapprehending the facts charged, or by misapprehending the legal doctrine on the crime of false entry in the authentic copy of the authentic deed.
2. Determination.