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(영문) 서울남부지방법원 2020.08.21 2019나61937

인증서 송금 반환

Text

The plaintiff's appeal is dismissed in entirety.

Expenses for appeal shall be borne by the plaintiff.

The purport of the claim and appeal is the purport of the appeal.

Reasons

1. Basic facts

A. On October 201, the Plaintiff received a proposal from Defendant B to establish a local subsidiary in Indonesia by investing KRW 35 million each of the Plaintiff, Defendant B, and Defendant D, respectively. The Plaintiff accepted the proposal on the condition that the Plaintiff will receive 30% of the shares of the subsidiary and take office as an auditor.

B. On January 3, 2012, the Plaintiff, Defendant B, and Defendant E (the spouse of Defendant D) drafted on January 3, 2012 a certificate with the following content as a notary public law firm G G 11 (hereinafter “instant certificate”).

The investors agree to establish an overseas investment corporation as follows:

The following:

1. The name of a juristic person shall H;

2. The number of shares shall be 100,000 shares and the price per share shall be 10,000 SP and the sale of shares and increase in capital shall be effected at the rate of exchange at the time of the sale of shares or increase in capital.

3. An executive shall consist of one representative director, one auditor, and one-5 directors;

4. The general meeting of shareholders shall be held once a year in principle, and when the representative director or a person holding more than a majority of the equity holdings requests an extraordinary general meeting, the general meeting of shareholders shall be held;

5. The decision on operation and disbursement of a corporation shall be made by its representative director, but the decision of the representative director shall become null and void if there is an objection against the majority of share holders or more;

6. All executives of the company (at least 15 per cent of shares) shall be treated as company expenses once a year as the right to return to and from the Incheon & Mamana, and other aviation expenses shall be treated as personal expenses.

【Matters related to a company shall not apply to those recognized by shareholders (a majority of shares).】

7. All officers (including the representative) shall pay the allowance for work and benefits without pay, and when the sales of net income accrue at least 100% of the share capital, the remuneration may be determined according to the decisions on the general meeting of shareholders and the extraordinary general meeting;

8. A decision of the general meeting may be made with the signature of e-mail and facsimile.

9. For distribution of profits, net profits each month shall be distributed according to the dividend rate of stocks, and they may be changed according to a decision made by a shareholder; and

10. The representative director shall be.