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(영문) 대전고등법원 2016.12.08 2016나10573

사원총회결의부존재확인

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. The reasons why the court accepted the judgment of the court of first instance as to this case are as stated in the reasoning of the judgment of the court of first instance, except for the judgment of the court of first instance as to the defendant's assertion added by the appellate court under paragraph (2) below. Thus, the pertinent statement, including the attached Form, shall be quoted

2. The defendant's assertion added in the appellate trial and its determination

A. 1) As to the Plaintiffs’ membership status for the following reasons, the Plaintiffs are not in the status of the Defendant employee due to the following reasons, and there is no legal interest in obtaining confirmation of the absence or invalidity of each of the resolutions at the general meeting of July 2, 2014 and July 10, 2014. (A) In order to acquire the shares of the Defendant employee, the consent of all the members should be obtained in accordance with the articles of incorporation.

However, the consent of all the members is not obtained when the plaintiff A acquires the shares of the defendant from D, and the plaintiff B acquires the shares of the defendant from I.

B) The Plaintiffs expressed their intent not to consent to the continuation of the company with the representative member D when acquiring the shares of the Defendant. Accordingly, the Plaintiffs already retired. (A) As to the consent of all the members, the general partner with unlimited liability in a limited partnership company may transfer his/her shares with the consent of all the other members including the limited partner (Articles 269 and 197 of the Commercial Act), and the limited partner may transfer his/her shares with the consent of all the general partner (Article 276 of the Commercial Act). Accordingly, the former Commercial Registration Act (wholly amended by Act No. 12592, May 20, 2014) (wholly amended by Act No. 12592, May 20, 2014) provides that the application shall be accompanied by a document attesting his/her consent if the consent of all the members or some of the members, etc. is required (Articles 77 and 56(2)).

Shes, on the other hand, d.