Whether the person who acquired the pre-issuance of the pre-issuance of the share certificate can exercise the right to demand the issuance and delivery of the share certificate in favor of the original shareholder company.

Article 335 (2) of the Commercial Act provides that the transfer of shares prior to the issuance of share certificates cannot be set up against the company, and that the company has no effect in the opposite company relationship as it has failed to approve it. However, the purport of denying the effect of transfer and takeover between the parties to transfer. Thus, the parties concerned can seek issuance and delivery of share certificates in lieu of the original shareholder in subrogation of the original shareholder, even though the Plaintiff who acquired shares prior to the issuance of share certificates cannot demand the issuance of share certificates to the Plaintiff by subrogation of the original shareholder.

Article 335 (2) of the Commercial Act

Supreme Court Decision 75Da174 delivered on April 22, 1975, Supreme Court Decision 81Da141 delivered on September 8, 1981

[Judgment of the court below]

Han forest Industrial Co., Ltd. and fourteen others

Daegu High Court Decision 81Na557 delivered on December 3, 1981

The judgment below is reversed, and the case is remanded to the Daegu High Court.

The grounds of appeal are examined.

1. According to the records and the judgment of the court below, the defendant Hansan Industries Co., Ltd. was established on March 7, 1972. The total number of shares issued at the time of its establishment is KRW 10,000,000 total capital stock of KRW 500,000, and the shares are 3,250, respectively, and the shares are transferred to the defendant 2 and the defendant 3, each of 3,250, 10, 100, 11, 12, and 13, 500, 14, 100, 14, 14, 1972, and 3 transferred the shares to the defendant 15,00,000 won to the defendant 15,00 won, and the plaintiff transferred the shares to the defendant 15,000,000 won to the other shareholders of the above defendant 15,000,000 won, and the remaining shares were transferred to the defendant 15,015,05, respectively.

2. According to the provisions of Article 335(2) of the Commercial Act regarding this claim, the judgment below rejected the validity of the transfer of shares prior to the issuance of share certificates in the internal relationship between the parties to the transfer and acquisition of shares, and at least there is no validity in the relationship between the company and the parties to the transfer and acquisition. Furthermore, even if the company approves or ratified the transfer of shares prior to the issuance of share certificates, the invalid transfer shall not be converted into a valid transfer. Thus, the fact that the shares issued by the defendant company has not been issued until the closing of argument in this case is the case where the plaintiff is a person, even if the plaintiff transferred the shares of the defendant company to the original shareholders and the assignee in succession without the issuance of the shares issued by the defendant company, even if the plaintiff transferred the shares of the defendant company to the original shareholders and the transferee in succession,

3. Article 335 (2) of the Commercial Act provides that the transfer of shares before the issuance of share certificates shall not be effective against the company. The transfer of shares before the issuance of share certificates shall not be effective against the company, and it shall not be interpreted that the transfer of shares before the issuance of share certificates has no effect in the company's relationship with the company. However, the purport of denying the transfer of shares between the parties who transfer the shares is that the transfer of shares shall be effective (see Supreme Court Decision 75Da174 delivered on April 22, 1975). Thus, even though the plaintiff who acquired shares before the issuance of the shares before the issuance of the shares cannot directly request the plaintiff to issue the share certificates on behalf of the original shareholders (see Supreme Court Decision 81Da141 delivered on September 8, 1981), the court below erred by misapprehending the legal principles as to the transfer of shares and the right to demand the issuance of shares to the original shareholders, thereby preventing the original shareholders from exercising the right to demand the issuance and delivery of shares against the defendant company.

Therefore, the judgment of the court below is reversed and remanded and it is so decided as per Disposition by the assent of all Justices involved.

Justices Jeon Soo-hee (Presiding Justice)