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(영문) 서울고등법원 2019.04.11 2018나2057217

주주총회결의 무효확인

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1. Revocation of the first instance judgment.

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The defendant is a stock company incorporated on June 4, 2004 with capital of 50 million won and total issued stocks of 50 million won for the purpose of housing construction, construction business, and sales business on June 4, 2004.

On June 4, 2004, the Plaintiff established the Defendant by paying the full amount of the Defendant’s capital.

B. On July 8, 2015, the minutes of the special shareholders’ meeting held by the Defendant on July 8, 2015, the Defendant held a special shareholders’ meeting on July 8, 2015 and entered C as a company director and representative director, and D as a company director (hereinafter “instant resolution”).

On July 13, 2015, the defendant completed the registration of change of a director in accordance with the above resolution.

[Ground of recognition] Facts without dispute, Gap evidence 5, Eul evidence 6, Eul 7, 9, 10 (including each number; hereinafter the same shall apply), the purport of the whole pleadings

2. Judgment on the plaintiff's assertion

A. The plaintiff's assertion of this case is lacking in the notification procedure for convening shareholders, and the resolution of this case was made at the general meeting of shareholders who are not legitimate shareholders, and such defect cannot be deemed to exist legally due to its significant defect

B. Determination 1) Although a person registered as a shareholder by lending another person’s name, the general meeting of a stock company, which is substantially a single-person company, as a result of a defect in the process, is deemed to have been made at the general meeting of shareholders, barring any special circumstance, if the minutes of the general meeting of shareholders have been prepared, such a resolution may be deemed to have been made by one-person shareholder (see, e.g., Supreme Court Decisions 91Da19500, Jun. 23, 1992; 2015Da247103, Mar. 10, 2016). The Plaintiff established the Defendant on June 4, 2004 by paying the total amount of capital on the part of June 4, 200; 1,000 out of 5,000 shares issued by the Plaintiff; 4,000 shares remaining, G, E, and H each of the shares issued by the Defendant.