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1. The Defendants stated each of the Defendants in Article 4 of the Articles of Incorporation of Limited Partnership Company G as stated in the attached Articles of Incorporation against the Plaintiffs.
Reasons
1. Determination as to the cause of claim
A. 1) The Plaintiff A is a limited partnership company G (hereinafter “G”).
Plaintiff B, C, D, and Defendants are limited partners of G. 2) The main contents of the G Articles of Incorporation are as shown in the annexed sheet.
3) The Defendants retired on May 27, 2015. All members of G agreed to the Defendants’ retirement. (4) The Articles of incorporation of G and the corporate register dated January 19, 2017 indicate that Defendant E was a limited partner who fully performed the investment of KRW 20,000,000 and that Defendant F was a limited partner who fully performed the investment of KRW 10,000,000.
[Reasons for Recognition] Facts without dispute, entry of Gap evidence 1, 2, and 3 (including each number), the purport of the whole pleadings
B. Determination 1) According to Articles 179 subparag. 3 and 4, and 270 of the Commercial Act, matters concerning personal information, investment, and liability of members of a limited partnership company are absolute matters to be stated in the articles of incorporation. Article 204 of the Commercial Act that applies mutatis mutandis to a limited partnership company pursuant to Article 269 of the Commercial Act and Article 217(2) of the Commercial Act provide that the consent of all the members shall be required and that the members may retire at any time when any inevitable reason exists. (2) In light of the foregoing provisions, the health class, the Defendants retired from G with the consent of all the members on May 27, 2015, and the fact that the Defendants still entered in the G’s articles of incorporation as a limited partner is the same as in the foregoing. Accordingly, the Plaintiffs may seek consent from the Defendants with respect to any amendment of the articles of incorporation that delete each of the entries on the Defendants
2. Judgment on the defendants' assertion
A. The Defendants asserted that since around September 2006 when entering G, the Plaintiffs did not receive any distribution from G to the present day, they cannot comply with the Plaintiffs’ claims.
B. However, even if the Defendants had the right to claim a dividend, the said right to claim a dividend intends to reflect the Defendants’ retirement in G’s articles of incorporation and the current status of corporate register.