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(영문) 청주지방법원충주지원 2016.02.18 2015가합3822
분할무효
Text

1. The division made on September 9, 2015 between Defendant B and Defendant C Co., Ltd. shall be null and void.

2. The costs of lawsuit shall be.

Reasons

1. Basic facts

A. (1) The Plaintiff is a shareholder of Defendant B, who owns 9,600 shares out of 120,000 shares of Defendant B Co., Ltd. (hereinafter “Defendant B”).

(2) On September 9, 2015, Defendant B divided the feed business sector (hereinafter “instant corporate division”) and established Defendant C Co., Ltd. (hereinafter “Defendant C”) at the time of the division, and Defendant B decided to continue to exist.

B. (1) The representative director E of Defendant B prepared a division plan on August 14, 2015, and prepared a minutes of the general meeting of shareholders stating that “the approval of the division was obtained by holding the general meeting of shareholders of Defendant B on September 1, 2015.” On September 9, 2015, Defendant B completed the registration of the division of the company and the registration of incorporation of Defendant C.

(2) However, as of September 1, 2015, Defendant B’s general meeting of shareholders was prepared only in the minutes without the actual opening of the meeting, and Defendant B’s shareholders, including the Plaintiff, did not have a notice for convening a general meeting of shareholders.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 4, purport of the whole pleadings

2. Article 530-3(1) of the Commercial Act provides that “When a company is divided or divided and merged, the company shall prepare a division plan or written agreement and obtain approval from the general meeting of shareholders.” As seen earlier, Defendant B’s general meeting at the time of the division of the company is not held, and the division of the company is null and void without the approval of the legitimate general meeting of shareholders.

3. In conclusion, each of the claims against the Defendants against the Plaintiff is justified, and it is so decided as per Disposition.

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