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(영문) 의정부지방법원 2018.06.22 2017가합57851
주주총회결의부존재확인의 소
Text

1. Between Plaintiff A and Defendant, and the Defendant’s respective bills listed in the separate sheet at a general meeting of shareholders on June 23, 2017.

Reasons

1. Basic facts

A. The defendant is a company established on August 22, 2003 for the purpose of civil engineering construction business, site construction business, housing construction business, etc.

At the time of incorporation on August 22, 2003 (total 5,000 shares of outstanding shares) Plaintiff 1,050 shares E 2,10 shares transfer on April 4, 2014, Plaintiff 575 shares B 1,250 shares D 1,250 shares D 1,250 shares D 1,250 shares, and 1,150 shares, Plaintiff 575 shares D 1,250 shares D 1,250 shares, and 625 shares H 2,50 shares, Plaintiff 2,50 shares D 625 shares 2,50 shares, Plaintiff 125 shares D 125 shares D 125 shares, respectively.

B. After the establishment of the Defendant, the details of stock changes are as listed below.

The Defendant’s register of shareholders prepared as of February 2013 includes that Plaintiff A Co., Ltd. (hereinafter “Plaintiff”) and D respectively hold 2,500 shares.

C. The written resolution of the Defendant on June 23, 2017 states that each of the following resolutions are made with the written consent of all shareholders in lieu of the resolution of the regular general meeting of shareholders: (a) omitting the procedures for convening the general meeting of shareholders with the consent of shareholders D, G, and H.

(hereinafter referred to as “the resolution of the general meeting of shareholders of this case”). [Grounds for recognition] The fact that there is no dispute, each entry of Gap evidence 1 through 5 (including a serial number), and the purport of the whole pleadings.

2. Determination as to the claim of the Plaintiff Company

A. According to the facts acknowledged prior to the determination on the cause of the claim, the resolution of the general meeting of shareholders of this case was made by a person who is not authorized to convene the general meeting of shareholders without going through due process of resolution of the board of directors and convocation of the general meeting of shareholders. Since G and H are not shareholders without the consent of the Plaintiff company as shareholders, there is a ground for

In addition, the plaintiff company, a shareholder of the defendant, has a benefit to seek confirmation of the absence of the resolution.

B. Determination 1 on the Defendant’s assertion 1) The summary of the Defendant’s assertion D is one of the actual shareholders of the Defendant. The Defendant is a corporation I (hereinafter “I”) around November 2012.

The execution, management, etc. of J-Condo Construction.

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