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(영문) 창원지방법원밀양지원 2015.03.13 2014가합10266
이사 지위 등 부존재확인
Text

1.(a)

Defendant C has no rights, duties and status as director and representative director of Plaintiff C.

Reasons

1. Claim against Defendant C and D

A. Basic facts (1) The Plaintiff Company B (hereinafter “Plaintiff Company”) established the purpose of the establishment of the automobile parts manufacturing business, etc. The total amount of capital is 850 million won, and there are the Plaintiff Company’s shareholders as Plaintiff A (41.18%) Defendant E (82%) as Plaintiff Company A’s children, Defendant F Co., Ltd. (41.77%) as Defendant C’s one, Defendant D (5.8%) as Defendant C’s children, and Nonparty G (2.35%).

(2) The Defendants were registered in May 27, 201, while Plaintiff A was registered in October 2, 201 as internal directors of each Plaintiff company on October 2, 2012, and Plaintiff A and Defendant C were registered as joint representative directors of the Plaintiff company on October 2, 2012.

(3) The articles of incorporation of the Plaintiff Company as to its officers and the board of directors are as follows.

Article 24 (Resolution) Shareholders shall have one vote for each share, and a resolution of the general meeting of shareholders shall be adopted by a majority of the voting rights of shareholders present at the meeting and by not less than two-fourths of the total number of issued and outstanding shares, except as otherwise provided for in Acts

Article 27 (Number of Directors and Auditors) Not less than one director of a company per director and not less than one auditor.

Article 28 (Appointment, Number, etc. of Representative Directors) (1) Where there are two or less directors, the representative director shall be appointed from among the inside directors by a resolution of the general meeting of shareholders.

Where there are three or more directors, one or more inside directors shall be appointed by a resolution of the board of directors.

(2) The representative director shall represent the company per representative, and may establish a joint representative rule by a resolution of the general meeting of shareholders where there are not more than two directors, and by a resolution of the board of directors where there are not less than three directors.

Directors of a company per Article 29 (Appointment of Directors) shall be appointed as executive directors in company, company, or other non-executive directors in accordance with the resolution adopted under Article 24.

Article 31 (Term of Office of Directors) In-house, Outside-house, and other non-executive directors shall be three years after their inauguration.

Provided, That the term of office of directors shall be prior to the conclusion of a regular general meeting of shareholders concerning the last period for settlement of accounts.

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