In the former Commercial Act (amended by Act No. 3724 of Apr. 10, 1984), whether a shareholder is recognized as a shareholder of a company against a stock purchaser who has not entered the register of shareholders (affirmative)

The provisions of Article 337 of the former Commercial Act (amended by Act No. 3274 of Apr. 10, 1984) do not stipulate the effective requirements for the transfer of shareholders' rights, but determine the eligibility of shareholders who are to be recognized as shareholders in relation to the company, and thus, if the purchaser of registered shares does not open the name of shareholders on the register of shareholders, he/she cannot assert his/her shareholder rights against the company, and it is unreasonable to interpret that recognizing a shareholder as a shareholder from the company’s side of the company as a shareholder is unreasonable.

Article 337 of the Commercial Act

[Judgment of the court below]

[Defendant-Appellee] Kim Dong-dong, Counsel for defendant-appellee

Seoul High Court Decision 88Na33485 delivered on May 3, 1989

The appeal application is dismissed.

1.The first ground for the application for the final appeal shall be considered.

According to the evidence of this city, the court below held 12,00 shares of the defendant company as of February 17, 1975 and the shareholders of the defendant company such as the non-party 1, the non-party 2, and the non-party 3, etc. who held 12,00 shares of the defendant company at the time of the above issuance of shares and agreed to dispose of shares of the company at the temporary shareholders' meeting of February 1975 and to remove losses from the business. However, the non-party 1, the representative director of the defendant company, who was the non-party 4, would acquire shares of the defendant company on the 17th of the same month and the non-party 5's transfer of shares to the non-party 1, the non-party 40,000 won for the above 20,000 won for the above 50,000 won for each contract, and the plaintiff's transfer of shares to the non-party 1,500,000 won for the above 1.

2. The second ground for an application for an appeal shall be considered the second ground;

First, we examine the misapprehension of the legal principles on the representative agency of a corporation.

The representative director of a corporation is a representative organ who can perform judicial or extra-judicial acts as to the business of the corporation, and even if a certain person acts as the representative director until he takes office by a resolution of the board of directors of the corporation, he cannot be deemed the legal representative even if he actually plays the same role as the representative director. According to the records, the non-party 4 is aware of the fact that he was appointed as the representative director of the defendant corporation on April 19, 1975. Thus, even at the time of February 28, 1975, the non-party held the shares of the claim against the non-party 4 on the premise that he was the de facto representative of the above company. Thus, the effect of this act on the defendant company arises

Next, we examine the misapprehension of the legal principles on shareholders' rights and preemptive rights.

Article 337 of the former Commercial Act (amended by Act No. 3724 of Apr. 10, 1984) provides that “The transfer of registered shares shall not be asserted against the company unless the name and address of the acquisitor are entered in the register of shareholders,” which means that the person who acquired the registered shares is qualified as a shareholder in the relationship with the company, rather than setting the effective requirement for the transfer of shareholders’ rights, and that if the acquisitor of the registered shares does not open the name of the shareholder on the register of shareholders, he/she cannot assert his/her shareholder rights against the company. It should be interpreted that it is unreasonable to recognize the real shareholder who did not transfer his/her name as

As recognized by the court below, even if Nonparty 4, who acquired 12,00 shares of the Plaintiff’s registered shares on February 28, 1975, did not open the name of shareholder on the register of shareholders until December 31, 1983, the Defendant Company recognized Nonparty 4, who acquired the above shares, as a shareholder since the acquisition of the shares, as long as it is evident in the record that the Defendant Company recognized Nonparty 4 as a shareholder from the acquisition of the shares, the shareholders of 12,000 shares in relation to the Defendant Company are not Nonparty 4.

In the above purport, the court below held that the shareholders of the shares of this case were non-party 4 and the preemptive right to new shares belongs to the same non-party. Such judgment of the court below is just and it is not erroneous in the misapprehension of legal principles as pointed out in the theory of lawsuit.

3. The third ground for an application for a final appeal shall be considered.

According to the judgment of the court below, since the court below recognized that the plaintiff was not the shareholder of the defendant company after the transfer of all the shares owned by the plaintiff to the non-party 4 on February 28, 1975, the court below should not further examine the allocation of new shares and the distribution of dividends premised on the plaintiff's status after the above date. Thus, the court below did not err in the incomplete hearing affecting the conclusion of the judgment of the court below.

4. Ultimately, the Plaintiff’s argument on the instant petition is without merit, and there is no ground to permit the final appeal under Article 12(1) of the Act on Special Cases Concerning the Promotion, etc. of Legal Proceedings. Therefore, the application for the final appeal is dismissed. It is so decided as per Disposition by

Justices Lee Chang-chul (Presiding Justice)