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(영문) 서울동부지방법원 2016.03.30 2015가합1640
주주총회결의부존재확인
Text

1. Of the instant lawsuit, the part of the claim for confirmation of invalidity of issuance of new shares as indicated in the separate sheet No. 3 is dismissed.

2...

Reasons

According to Article 429 of the Commercial Act regarding the legality of the part of confirmation of invalidity of issuance of new shares among the instant lawsuit, the invalidity of issuance of new shares may be asserted only by a suit within six months from the date of issuance of new shares only by shareholders, directors, or auditors.

The fact that shares 27,500 shares listed in the attached Table 3 were issued on May 12, 2015 does not conflict between the parties, and the fact that the Plaintiff seeks confirmation of the invalidity of issuance of new shares on December 31, 2015 through the application for modification of the purport and cause of the claim and cause of the issuance of new shares is apparent in the record. As such, the part of the claim for confirmation of invalidity of issuance of new shares in the instant lawsuit was filed after the lapse of six months from the date of issuance

As the Plaintiff alleged that the portion of the claim for issuance and delivery of share certificates was determined, 20,00 out of 40,000 shares issued by the Defendant Company, the Plaintiff, which 20,000 shares, acquired in the name of C and paid share capital, is the actual shareholder of 20,000 shares

However, since a stock company has not been issued until now after the incorporation of the company or the date of payment on new shares, the defendant company is obligated to issue and deliver 500 share certificates and 1,000 share certificates to the plaintiff, the actual shareholder.

B. Although there is no dispute between the parties that the Plaintiff is a shareholder of 20,000 week out of the shares issued by Defendant Company’s company, as to the 20,000 shares in C, the Defendant Company asserts that the actual shareholder is not the Plaintiff, while disputing the title trust.

Therefore, this paper examines whether 20,000 shares held in title C are shares owned by the Plaintiff in title trust with C.

According to the statements in Gap evidence Nos. 1 through 9, the following facts can be acknowledged:

Defendant Company issued 10,00 common shares on October 18, 2005 and subscribed and paid shares by C, the promoters, thereby paying the shares.

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