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(영문) 대전고등법원(청주) 2015.10.27 2014나1806
유한회사 사원총회결의 무효확인
Text

1. The judgment of the court of first instance is modified as follows.

Of the lawsuits in this case, the part of the claim for confirmation of membership is dismissed.

Reasons

1. Basic facts

A. The Defendant’s establishment, etc. 1) was established on August 13, 2012 (total number of shares of investment 10,000 units), the Plaintiff and I respectively are 3,000 units, and C (I).

(2) On September 10, 2012, the Plaintiff acquired the total of 7,00 shares of the Plaintiff, I, I, and C as directors and representative directors, respectively. (2) On September 10, 2012, the Plaintiff acquired the total of 7,00 shares from I and C under a resolution of the Defendant’s general meeting, and was appointed as the Defendant’s representative director on the same day.

On the other hand, I and C resigned the defendant director on the same day.

3) Even after that, I managed the corporate sense of the Defendant and took charge of the Defendant’s practical operation. 4) Article 7 of the Defendant’s Articles of Incorporation provides that “The shares of members may be transferred in whole or in part to others with the attendance of a majority of all the members and with the consent of at least three-fourths of the right of resolution.”

B. On May 6, 2013, I prepared a contract for the transfer of equity shares under the Plaintiff’s name that “the Plaintiff transfers the Defendant’s 4,000 equity shares to C” on behalf of the Plaintiff on the part of the Plaintiff, and around May 6, 2013, the Plaintiff received ten copies of a certificate of personal seal impression around May 29, 2013, and then issued 10 copies of the said certificate of personal seal impression and a certificate of personal seal impression to I.

3) Before July 2, 2013, I appears to be a J Co., Ltd. (hereinafter “Credit Business”).

hereinafter referred to as “J”

Between A and B, the Plaintiff prepared a written contract for the transfer of equity shares under the Plaintiff’s name that “the Plaintiff transferred the Defendant’s equity shares 4,500 shares to J,” and the J prepared a receipt under the Plaintiff’s name that “the Plaintiff received KRW 45 million from J,” and ② between G and B, the Plaintiff prepared a written contract for the transfer of equity shares under the Plaintiff’s name that “the Plaintiff transfers the Defendant’s equity shares 1,500 shares to G” on behalf of the Plaintiff, and “the Plaintiff” made the said transfer of equity shares 1.5 million shares from G.

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