사원총회결의부존재확인 등
1. It is confirmed that the defendant's general meeting of members on July 10, 2014 does not exist.
2. The costs of the lawsuit are assessed against the defendant.
1. Basic facts
A. The defendant is a limited partnership company established on November 18, 197 for the purpose of market construction and management.
B. The Defendant’s members and their shareholdings before July 10, 2014 are as listed below.
Plaintiff 1,600,000 (Plaintiff 1,600,000) 2 general partners with unlimited liability 3,400,000 won 3 limited liability - 1,500,000 won - 1,500,000 members with unlimited liability 4 limited liability : Defendant employee before July 10, 2014 and its holding shares)
C. The Defendant completed registration on July 14, 2014, stating that “The Defendant was dissolved on November 18, 1997 due to the expiration of the period of existence, and the liquidator was appointed on July 2, 2014, according to a resolution of the general members’ meeting as of July 2, 2014.”
On July 17, 2014, the defendant continued to exist in the corporate register in accordance with the resolution of the general meeting of this case. The general partner, limited partner, D and E shall retire, respectively, and the general partner C shall invest KRW 10,000,000, and F shall acquire the above C’s shares as the general partner and shall become the defendant’s representative member, and the defendant shall become the defendant’s representative member. G and H shall acquire the shares of each of the above C, and become the defendant’s limited partner by taking over the above amount of KRW 3,00,000,000.
‘Registration' has been completed.
E. C died on September 15, 2014.
[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 5, 6, 9, purport of the whole pleadings
2. The Defendant asserts that “the Plaintiff sold 300 million won shares to C on May 26, 201, and received down payment of KRW 30 million and intermediate payment of KRW 140 million from C, and that all the rights and obligations of the joint representative members at the time of sale of the said shares have also been transferred when it sells the said shares.” As such, the Plaintiff asserts that “The Plaintiff has no standing to seek the non-existence or invalidation of the resolution of the general meeting of this case.”
However, even according to the Defendant’s assertion, the Plaintiff did not receive any balance of the share purchase price from C, and according to Articles 269 and 197 of the Commercial Act and Article 5 of the Defendant’s Articles of Incorporation (Evidence A2).