(a) Whether the withdrawal of an appeal by the acting liquidator falls under the scope of his ordinary business operations; and

B. Whether a person dismissed from office as a director or a right to claim confirmation of invalidity or absence of a resolution at a general meeting of shareholders

(c) Examples that a lawsuit seeking confirmation of invalidity of a resolution of a general meeting of shareholders has been filed by an executive whose term of office has expired before dissolution;

A. The act of an acting liquidator appointed by the decision of provisional disposition to withdraw an appeal against the decision of the first instance court on the confirmation of invalidity of the resolution of the general meeting of shareholders, which is the principal lawsuit of such provisional disposition, does not belong to the regular business of the company, and therefore it cannot be determined otherwise or without obtaining the permission of the competent court.

B. A person who is dismissed from office by a resolution of a general meeting of shareholders that is neither invalid nor non-existent may seek confirmation of the invalidity or non-existence of the resolution of the general meeting of shareholders.

C. A company shall continue to exist within the scope of the purpose of liquidation even after its dissolution, except for cases of merger or bankruptcy, and a director shall naturally act as liquidator unless otherwise provided in the articles of incorporation or a general meeting of shareholders does not appoint a liquidator, while a director shall have the rights and duties as a director until his/her new director is appointed even if his/her term of office expires. Thus, a lawsuit seeking nullification of the resolution of the general meeting of shareholders of this case filed by the dismissed plaintiffs shall not be deemed to include the purport

A. Article 408(b) of the Commercial Act; Article 380(c) of the Civil Procedure Act; Article 228 of the Commercial Act; Article 386 of the Commercial Act

B. Supreme Court Decision 4294Sang525 delivered on January 25, 1962

Supreme Court Decision 66Da980 Delivered on September 27, 1966

Supreme Court Decision 69Da2018 Decided February 24, 1970

Plaintiff 1 and 2 others, Counsel for the plaintiff-appellant-appellee

Attorney Han Jinsan, a special representative,

Defendant’s Intervenor Kim Tae-dae, Counsel for the defendant’s intervenor

Gwangju High Court Decision 78Na77 delivered on December 30, 1980

The judgment below is reversed, and the case is remanded to the Gwangju High Court.

We examine the grounds of appeal.

1. The grounds of appeal No. 5 of the plaintiff et al. are examined as to the plaintiff et al.'s grounds of appeal No. 5. The person appointed as the representative of the director or the liquidator by the provisional disposition decision which determines the provisional status shall not conduct any act that does not belong to the regular business of the company, except as otherwise provided in the provisional disposition decision, and shall conduct any act that does not belong to the regular business of the company without any other provision in the provisional disposition decision. The so-called company's regular business of the company refers to the business belonging to the ordinary business scope (the scope of liquidation business in the case of a liquidation corporation) in the company continuing its business. Thus, in a lawsuit that contests the invalidity of the decision of appointment of director, resolution of dissolution, and appointment of the liquidator, the person appointed as the representative of the liquidator by the provisional disposition decision shall not be deemed to be the regular business of the company, and therefore the same act shall not be deemed to be different from the provisional disposition decision or without obtaining the permission of

Therefore, although the appointment of a special representative of the defendant company is not required to take effect without the authority to withdraw an appeal to the acting liquidator, the above decision of the court below is somewhat inappropriate in the above decision, but with the same purport, the decision of the court below has no validity of taking an appeal by the acting liquidator of the defendant company. As a result, the person appointed as the acting liquidator by the decision of provisional disposition is a kind of legal representative, which is not a special representative under Article 58 of the Civil Procedure Act appointed by the competent court, and the absence of obtaining the permission of the competent court can not be accepted as an independent opinion.

2. The grounds of appeal Nos. 1 and 4 by the same attorney and the grounds of appeal Nos. 1 and 3 by the plaintiff Nos. 1 and 2 are examined together.

According to the reasoning of the judgment below, the court below determined that the plaintiffs are not actual shareholders of the defendant company and that the defendant company was established with the term of 30 years 1936 March 25, 1936 and that the company was dissolved as a matter of course due to the expiration of the term of 1966 March 25, 196 on the premise that there was no assertion or proof that there was no special resolution for the continuation of the company's existence, and that the company was dissolved as a matter of course due to the expiration of the term of 1966.3.25, and on the premise of these two facts, the shareholders of the company have the interest of confirming the invalidity or non-existence of the resolution of the general meeting of shareholders. However, even if there is no interest in claiming the invalidity or non-existence of the resolution of the general meeting of shareholders of the defendant company, and even if there was any defect in the procedure of the general meeting of shareholders or the method of the resolution to appoint the officers whose term has already expired prior to dissolution of the company, the plaintiffs' claim is dismissed.

1. In light of the records, the deceased non-party, who is the founder of the defendant company, was transferred part of the shares of the defendant company to the wife, including the plaintiff 1, the plaintiff 2, the plaintiff 3, and the defendant joining the defendant, before his death, and did not take other special measures such as cancellation until his death, and the shares acquired by lending another person's name under the name of the plaintiff et al. are transferred in the name of the fourth-class category, such as the plaintiff et al., while the court below's non-party's temporary general meeting of shareholders of the defendant company as of June 29, 1960, which argued that the defendant assistant participant is a legitimate general meeting of shareholders, was notified as a shareholder of the defendant company, and the defendant company's temporary general meeting of shareholders as of June 29, 1960, among those who renounced their share certificates, did not include the plaintiffs as the plaintiff 1, the plaintiff 3 and the defendant joining the defendant company, and it cannot be justified for the court below to have determined that the defendant company's evidence without reasonable reasons.

2. According to the Commercial Act, a shareholder or director may file a claim for the cancellation of a resolution of the general meeting of shareholders without applying this provision to a lawsuit seeking the confirmation of invalidity of a resolution of the general meeting of shareholders. A lawsuit seeking the confirmation of existence of a resolution of the general meeting of shareholders is not subject to any provision of the Commercial Act, but subject to such removal under the name of the resolution of the general meeting of shareholders, which is neither invalid nor non-existent, may file a claim for the confirmation of invalidity or non-existence of the resolution of the general meeting of shareholders (see, e.g., Supreme Court Decision 6Da980, Sept. 27, 1966) with the party members' consistent precedents (see, e.g., Supreme Court Decision 6Da980, Feb. 24, 1970; Supreme Court Decision 69Da2018, Feb. 24, 1970).

3. After the dissolution of a liquidated corporation, a shareholder of the liquidated corporation is deemed to exist within the scope of the purpose of liquidation of the liquidated corporation, as well as a shareholder of the liquidated corporation is entitled to participate in the resolution of the general meeting of shareholders and apply for dismissal of the liquidator in accordance with certain conditions. On the other hand, when a company is dissolved, unless otherwise provided for in the articles of incorporation or a general meeting of shareholders except for merger or bankruptcy, the director must naturally act as liquidator if he does not appoint a liquidator, and even if the term of office expires, the director shall have the rights and duties as a director until he takes office, and the claim for confirmation of invalidity of the resolution of the general meeting of shareholders of the plaintiffs is included in the claim for confirmation of invalidity of the resolution of appointment of the liquidator of the defendant corporation as a shareholder or director of the company, and its important issue is related to the status of the director who will be the liquidator of the defendant corporation. Thus, even if there is any defect in the procedures or resolution of the general meeting of shareholders prior to the dissolution of the dissolved corporation, seeking confirmation of the invalidity or absence of the resolution.

4. Therefore, the court below rejected the plaintiffs' claim of this case seeking confirmation of invalidity of the resolution of the general meeting of shareholders of the defendant company without interest in the lawsuit, and it did not err by misapprehending the rules of evidence and failing to exhaust all necessary deliberations, but it did not err by misapprehending the legal principles and failing to exhaust all necessary deliberations, and therefore there is a ground for appeal to this effect.

Therefore, the judgment of the court below is reversed and the case is remanded to the Gwangju High Court for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating judges.

Justices Lee Chang-chul (Presiding Justice)