Whether the qualifications of the representative director appointed by the board of directors of the board of directors elected by the shareholders' general meeting of those who have acquired the shares before issuance

If the transfer of shares before the issuance of share certificates has no effect against the company, and the shares are transferred before the issuance of share certificates, and the transferee of shares holds a general meeting of shareholders to appoint directors, and the board of directors composed of them appoints a representative director and completes the registration, the representative director shall not be a legitimate representative.

Article 335 of the Commercial Act

Supreme Court Decision 75Da770 delivered on December 23, 1975 (Supreme Court Decision 11076 Decided 11076), summary of the decision, Article 335(15), Article 773 of the Commercial Act, and Article 530No890 of the Court Gazette

Suwon Industrial Company

Defendant

Seoul and Criminal District Court (73Gahap216) in the first instance court's branch court

The plaintiff's appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

The defendant revoked the original judgment and confirms that he is not a shareholder of the plaintiff company.

The costs of lawsuit are assessed against the defendant.

The defendant's attorney, first of all, disputes over the qualification of representative of the plaintiff company as the main safety defense, will be examined.

Even if the non-party 1 became a promoter of the Plaintiff Company and the non-party 2 was the non-party 8's shares, the company's capital was 5,00,000 won for the total number of outstanding shares, 1,000 won for the above-mentioned shareholders, and the plaintiff company was established on December 28, 1967. Since the above shares were transferred from the non-party 1 and the non-party 7, the shareholders of which were not issued shares, and the defendant did not own 5,000 shares of the Plaintiff company's total shares on March 26, 1968. However, the non-party 8's shares were transferred to the non-party 3,50 shares which were owned by the Defendant on May 20, 1972 to the non-party 3,500 shares, and the non-party 3,500 shares were transferred to the non-party 1 and the non-party 470 shares were transferred to the non-party 1 and the non-party 47.

Therefore, since the plaintiff's main claim filed by the non-party 8 as representative of the plaintiff company is unlawful, it shall be dismissed without any need to examine the main claim. Accordingly, the original judgment with the same conclusion is just, and since the plaintiff's appeal is unfair, it is dismissed. It is so decided as per Disposition by applying Articles 95 and 89 of the Civil Procedure Act to the burden of litigation costs.

Judges Jeon Soo-soo (Presiding Judge)