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(영문) 인천지방법원 2017.07.07 2016가합3726
주주총회결의부존재확인
Text

1. A resolution to dismiss inside directors A and B at a special meeting of shareholders on November 1, 2016 and D as inside directors.

Reasons

1. Basic facts

A. The defendant is a company established on March 27, 1991 for the purpose of an engineering work, etc.

The Plaintiffs were appointed as the Defendant’s intra-company director on March 15, 2016, and each intra-company director was registered on March 16, 2016.

B. The Defendant’s total number of outstanding shares is 15,000 shares (one share price of 5,000 won) and its capital is 75,000,000 won.

C. On November 1, 2016, the Defendant’s representative E held a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) on November 1, 2016 and filed an application for registration pursuant to the contents thereof, along with the minutes of a temporary general meeting of shareholders stating that only one of the two shareholders was dismissed from office directors, and that a resolution to appoint D as an inside director was made (hereinafter “instant resolution”). Accordingly, registration was made on November 4, 2016 that the Plaintiffs were dismissed from office in the company and appointed D as an inside director.

Around November 1, 2016, the Defendant’s register of shareholders entered that Plaintiff A and E own shares 7,500 shares issued by Defendant each, respectively.

E. The main provisions of the defendant's articles of incorporation are as follows.

The shares of a company per Article 8 (Types of Stocks and Stock Certificates) The shares of a company shall be common shares and shall be in all registered form as common shares, without adopting unissued shares, and shall be adopted in the form of issuance, and the shares shall be 10 share certificates and 100 share certificates.

In the face of stock certificates, the name of the share holder shall be stated.

Article 15 (Change of Holder of Share Certificates) (1) A request for change of holder of share certificates shall be filed with the prescribed request form for the company concerned together with share certificates.

When a transfer of holders is requested due to inheritance, testamentary gift, or any other cause other than a contract, it shall be submitted to the prescribed request of the company together with documents proving the share certificates and cause of acquisition

Article 25 (Regular General Meeting, Extraordinary General Meeting and Time of Convocation) The regular general meeting shall be three months after the end of each fiscal term.

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