The case holding that it cannot be said that there is no resolution of a general meeting of shareholders by a stock truster who has not been entered in the register of shareholders but is recognized as a genuine shareholder in internal relations of the company.

Article 337 (1) of the Commercial Act provides that the company shall be qualified as a shareholder in relation to the company, not to set the effective requirements for the transfer of shareholder's rights, and therefore, if the purchaser of registered shares does not enter the change of shareholder's rights in the register of shareholders, it shall not be possible to assert shareholder's rights against the company unless the purchaser of registered shares enters the register of shareholders, and it shall be reasonable to recognize the shareholders as shareholders in the company's real name who do not enter the transfer of shareholder's rights in the register of shareholders; however, if the shareholders who attended the notice of convening a general meeting of shareholders were not entered in the register of shareholders but are trusted to promoters and inspectors at the time of incorporation and are recognized as a true shareholder in the company's internal relations, it cannot be said that there is no resolution of the general meeting of shareholders made under his/her attendance. In addition, even if the claimant of non-existence did not attend the resolution of the general meeting of shareholders and directly prepare the list of shareholders representing them, and even if the claimant of non-existence did not exercise voting rights and sign the minutes, it cannot be allowed in principle.

Article 337(1) of the Commercial Act, Article 2 of the Civil Act

[Plaintiff-Appellant-Appellee] Plaintiff 1 and 1 other (Law No. 1989, 1769, Oct. 24, 1989)

Plaintiff 1 and one other (Attorney Kim Byung-jin, Counsel for the plaintiff-appellant)

Defendant Co., Ltd. (Attorney Lee Byung-soo et al., Counsel for the defendant-appellant)

1. It is confirmed that there is no resolution of the provisional shareholders' meeting on the matters listed in the annexed list No. 1 as of April 13, 1995 by the defendant.

2. The plaintiffs' remaining claims are dismissed.

3. The costs of lawsuit are divided into two parts, one of which is the plaintiffs, and the other is the defendant's own burden.

It is confirmed that there is no resolution of the special shareholders' meeting on the matters listed in the attached Forms 1 and 2 dated April 13, 1995 by the defendant.

1. Determination on the resolution stated in the attached Table 2

(a) Existence of the special shareholders’ meeting;

Although there was no fact that the Defendant Company convened a general meeting of shareholders on April 13, 1995 with respect to the matters stated in the separate list No. 2 list, the fact that the above matters are resolved by convening a general meeting of shareholders on March 30, 1995 is no dispute between the parties. According to witness lecture testimony, the Defendant Company can recognize the fact that it was registered as holding a special general meeting of shareholders on April 13, 1995 on the register in order to avoid the delayed payment of the registration of the modification in accordance with the above resolution. Thus, it ultimately leads to the validity of the resolution of the special general meeting of shareholders on March 30, 1995. The existence of a resolution of the temporary general meeting of shareholders on March 30, 1995 is examined.

B. The plaintiffs' assertion

Defendant Company issued 10,00 shares at the time of incorporation on August 24, 1994. Of these, Plaintiff 1 and Plaintiff 2 owned 3,489 shares, and Plaintiff 2 owned 3,233 shares. However, in making a resolution like the temporary shareholders’ meeting on March 30, 1995, Defendant Company did not give written notice to the Plaintiffs who are the shareholders and directors of the Defendant Company, and most of the shareholders present at the above shareholders’ general shareholders’ meeting were to be transferred shares from the shareholders at the time of establishment of the Defendant Company, and the transfer procedure for their shares was conducted on May 1995. Thus, the above shareholders’ general meeting is present at the meeting.

Therefore, there is a serious defect in the resolution of the above provisional shareholders' meeting of the defendant company to the extent that the resolution does not exist.

(c) Markets:

(1) Facts recognized

The following facts may be acknowledged in full view of Gap evidence Nos. 1, 2, Eul evidence No. 3-1, 2, Eul evidence No. 1-6, Eul evidence Nos. 2-1 through 21, 26 through 28, Eul evidence No. 4-1 through 5, Eul evidence No. 2-22 through 25, and Eul evidence No. 22-2 and 25, which are acknowledged to have been authenticity by the testimony of the witness lecture, and the testimony of the witness lecture, which is contrary to this, and the whole purport of the pleading is acknowledged, and there is no other counter evidence.

(A) On August 24, 1983, the plaintiffs were the representative director or executive director of the non-party corporation established for the purpose of researching and developing the automatic transmission devices for automobiles and selling and leasing related industrial property rights, etc., and paid the suspension of business around September 30, 1992 and actually discontinued the above company, and the plaintiffs became the main partner of the company and established the defendant company on August 24, 1994.

(B) At the time of incorporation of the Defendant Company, the total number of outstanding shares is 10,000 shares and the per share amount is 10,000 won, and the Plaintiffs are 70 shareholders or investors of the said non-party corporation, at the time, to whom 70 shareholders or investors of the said non-party corporation engaged in the acquisition of shares in accordance with the Investment Funds, and thus, if the account book was established by arranging the account book, the shareholders’ list was prepared as if the promoters and eight auditors were acquired all of the shares for convenience (Article 1-1, 2-2), and the Plaintiff 1 kept the shareholders’ list as if the promoters and eight auditors were to acquire all the shares (Article 1-3, 1-6) separately from the above shareholders’ list. Accordingly, the number of shares actually acquired by the Plaintiffs is 100 shares each, and the number of shares actually acquired by the Plaintiffs is 3,489 shares, Plaintiff 2,323 shares and 23 shares.

(C) Around February 195, the defendant company reviewed the shareholders' list and accounting books of the company prepared by the plaintiffs and asked the plaintiffs to use approximately KRW 700 million among the 2 billion investments during that period, with the knowledge that the plaintiffs used approximately KRW 237,488,00,00 in total, and unlike the initial agreement, each of the 1,150 shares using a third party's name (for this reason, 1,250 shares if the above 10 shares that were acquired by each of the plaintiffs were combined), and the plaintiffs were liable for the above 1,250 shares and resigned on March 12, 1995.

(D) On March 14, 1995, the board of directors of the defendant company decided to convene the first temporary shareholders' meeting on the 30th day of the same month as the case of a major pending report on the company's major pending issues, the case of a beams of officers, the case of a director's remuneration, and the case of a part of the articles of incorporation, and decided to convene the first temporary shareholders' meeting on the 30th day of the same month. On March 30, 1995, the board of directors of the defendant company issued a notice of convening the shareholders' meeting to the actual shareholders (the shareholders stated in subparagraph 1-4 or 6-6). On March 30, 1995, the shareholders equivalent to 9,353 shares attended the temporary shareholders' meeting held at the meeting of the defendant company and held the voting rights on the above matters in accordance with the number of real shares of the above shareholders.

(E) After the incorporation of the Defendant Company, the Plaintiff 1 transferred 100 shares to Nonparty 2, 40 shares to Nonparty 4, and 5 transferred 4 shares to Nonparty 6. The transfer procedure of shares to shareholders from representative shareholders listed in the register of shareholders at the time of incorporation was conducted on May 1995.

(2) Determination:

The provision of Article 337 (1) of the Commercial Act provides that the company shall be qualified as a shareholder in relation to the company, unless the purchaser of the registered shares enters the register of shareholders, and it is unreasonable to recognize the actual shareholder who did not enter the register of shareholders as a shareholder in the company (see Supreme Court Decision 89Meu14714 delivered on October 24, 1989). According to the above facts of recognition, the shareholders who attended the notice of convening the general meeting of shareholders issued on March 30, 1995 are those who trusted the shares to eight promoters including promoters and the inspector at the time of establishment and are recognized as a genuine shareholder in relation to the company, so it cannot be said that there is no resolution of the general meeting of shareholders made on the part of the company without the consent of the general meeting of shareholders, and since the plaintiffs cannot be said to have been approved as a genuine shareholder in relation to the company, it cannot be said that there is no resolution made on the general meeting of shareholders without the consent of the shareholders and the actual representative of the shareholders.

2. Determination on the matters set forth in the attached Table 1

Although the defendant company did not have made a resolution by opening a special shareholders' meeting on April 13, 1995 with respect to the matters stated in the annexed list No. 1, the fact that the defendant company prepared a false minutes as if there was such a resolution does not conflict between the parties. Thus, there is no resolution on the above matters, and there is a benefit to seek confirmation of the absence of the resolution in order to correct the entry on the register of the above matters. Therefore, the plaintiff's assertion on this part

3. Conclusion

Therefore, there is no resolution of a provisional general meeting of shareholders on the matters listed in the separate sheet No. 1 dated April 13, 1995 by the defendant. Thus, the plaintiffs' claim of this case is accepted within the scope of seeking confirmation of the absence of the above matters, and the remaining claims are dismissed as they are without merit, and it is so decided as per Disposition (attached Form omitted).

Judges Kim Jong-sung (Presiding Judge)