In the case of a so-called one-person company whose total shares are owned after the incorporation of a corporation, the method of resolution at a general meeting of shareholders.

In the case of a so-called one-called one company, in which a person who has held total shares after its incorporation, is the sole shareholder, and it is apparent that the shareholder will be established as the general meeting and the resolution will be made according to the intent of the shareholder. Therefore, even if the procedure for convening the general meeting was not required and there was no fact of holding the general meeting in fact, if the minutes of the general meeting were prepared by the single shareholder, it can be deemed that there was a resolution, barring special circumstances.

Attorney Lee Jae-woo, Counsel for the applicant

Respondent 1 and two others, Counsel for the defendant-appellant

Daegu High Court Decision 74Na246 delivered on September 10, 1974

The original judgment is reversed, and the case is remanded to the Daegu High Court.

The second ground of appeal by the Respondents is examined first.

According to the reasoning of the original judgment, the court below found that the Respondent was the Respondent 2,00 shares issued in registered form pursuant to the articles of incorporation of April 22, 1968, and the Respondent was the Respondent 2,00 shares and transferred shares to the Respondent 2,00 shares to the Respondent 1,50 shares, while the Respondent 1,50 shares were acquired and managed by the Respondent 2,00 shares, and the Respondent 2,00 shares were promised to divide the Respondent 1,50 shares to the Respondent 3 and the Respondent 4,00 shares respectively, but the Respondent 2, the Respondent 2, who was the Respondent 3,00 shares and the Respondent 2, who was the Respondent, was the Respondent 2,000 shares and the Respondent 2, who was the Respondent 1,000 shares and the Respondent 2,000 shares were the Respondent 9,000 shares and the 2,002,000 shares.

However, in the case of a so-called one company whose total shares were owned by a person after its incorporation, it is obvious that the shareholder will be formed as the general meeting of all the shareholders if he attends the general meeting as the sole shareholder and the resolution will be made at the meeting of the shareholders. Therefore, it is unnecessary to separately convene the general meeting (see this case, e.g., Supreme Court Decisions 63Da743, Sept. 22, 1964; 63Da792, Sept. 2, 1964). Even if there was no fact of holding the general meeting, if the minutes of the general meeting were prepared by the one-person shareholder, the resolution can be deemed to have been made, and it shall not be treated as having no resolution by only formal reasons.

In this case, even if the original judgment is based on the original judgment itself, in light of the facts acknowledged in the former part, it is evident that the reason for the original judgment was 2-1 company of the applicant as of May 12, 1969 at the time of the general meeting of this case and the minutes of the general meeting are made by the respondent 2, a single shareholder, and the court below held that there is no evidence to recognize this company as Respondent 2-1 company without being found in the latter part of the judgment, and that there was no resolution of the general meeting of this contents. Accordingly, this cannot be said to have influenced the judgment due to the misunderstanding of the legal principles as to the illegality of the reasoning and the resolution of the general meeting of shareholders. Accordingly, without the need for further determination as to the different points of the grounds for appeal, the original judgment is reversed and it is so decided as per Disposition by the assent of all participating judges with the assent of all participating Justices.

Justices Shin Young-chul (Presiding Justice)