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(영문) 서울중앙지방법원 2019.04.11 2018가합3576
주주총회결의취소
Text

1. The Defendant’s regular shareholders’ meeting held on March 27, 2018 as directors (standings), E as directors (standings), and F as directors.

Reasons

1. Basic facts

A. The Defendant is a stock company established for the purpose of an engineering work business, construction materials delivery business, real estate leasing business, etc., and the total number of issued stocks is 50,000 shares and the total amount of capital is 50,000,000 won.

Plaintiff

A was appointed as the Defendant’s internal director on November 7, 2009 as a shareholder holding 17 shares of the Defendant, and the Plaintiff B was appointed as the Defendant’s auditor on November 7, 2009 as a shareholder holding 34 shares of the Defendant.

G was each appointed as the Defendant’s internal director on November 7, 2009 and the Defendant’s representative director on November 9, 2009.

B. On December 24, 2013, Plaintiff B prepared a resignation statement to the effect that “I shall resign from the Defendant’s office as of December 27, 2013 due to their own health and circumstances” and submitted it to the Defendant. Accordingly, the Defendant settled and paid retirement allowances to Plaintiff B on December 30, 2013.

In addition, on January 29, 2014, Plaintiff A prepared a resignation statement to the effect that “I shall resign from office of the Defendant as of February 9, 2014 due to personal circumstances,” and accordingly, the Defendant settled and paid retirement allowances to Plaintiff A on February 24, 2014.

C. On March 27, 2018, at the Defendant’s regular general meeting of shareholders held on March 27, 2018, G and 2 were registered as the Defendant’s director, and Plaintiff B were registered as the Defendant’s auditor.

G decided on February 12, 2018 to appoint two directors and one auditor from March 27, 2018 to March 14:00 to 17:00 on March 27, 2018 at the Gu Community Center of Jung-gu Seoul, Jung-gu, Seoul, to hold a 39th regular general meeting of shareholders (hereinafter “instant general meeting of shareholders”).

E. On March 8, 2018, G, as the Defendant’s representative director, gives notice of convening the instant general shareholders’ meeting to resolve the following agenda items.

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