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(영문) 서울동부지방법원 2019.08.22 2016가합3476
주주총회결의부존재확인
Text

1. Of the instant lawsuit, the part demanding confirmation of the absence of a resolution of the general meeting of shareholders on September 8, 2016 by the Defendant.

Reasons

1. Basic facts

A. The Defendant was established on March 31, 2006 with capital of KRW 50,000,000 (the total number of outstanding shares 10,000, and KRW 5,000 per share) for real estate development projects, etc.; on January 18, 2007, the Defendant increased capital of KRW 300,000 (the total number of outstanding shares 60,000). As of November 9, 2012, the Plaintiff was registered as a shareholder holding 24,000 shares out of the Defendant’s shares issued in the Defendant’s shareholder’s register.

B. Prior to the filing of the instant lawsuit, the Defendant’s shareholder changed as follows.

(1) Before August 31, 2006, H held 4,000 shares representing 40% of the shares issued by 10,000 shares, namely, F, 200 shares representing 2,00 shares, G, and 4,000 shares representing 40% of the shares issued by H.

(2) On August 31, 2006, the shareholder changed to hold 4,000 shares, JJ 2,00 shares, and H 4,00 shares, respectively.

After that, the total number of issued and outstanding shares increased from 10,000 to 60,000 shares as the capital increase was made on January 18, 2007, but shareholder composition and equity ratio were maintained as they were, and I maintained 24,00 shares, J 12,00 shares, and H 24,00 shares, respectively.

(3) On November 30, 2008, H transferred all 24,000 shares owned by the Plaintiff.

Following the above share transfer, the Defendant’s shareholder registry on November 9, 2012 entered 24,00 shares out of 60,000 shares issued by the Defendant as the Plaintiff’s possession of I, 12,00 shares, J, 24,00 shares, respectively.

(4) As of August 30, 2016, the list of shareholders was prepared as follows: (a) C and D hold 30,000 shares out of the Defendant’s 60,000 shares issued.

C. On July 23, 2008, the Plaintiff was appointed respectively to the Defendant’s director position, and on March 18, 2009, to the Defendant’s representative director position.

C and D, a written resolution in lieu of a resolution of a general meeting of shareholders on August 30, 2016, respectively, retired from office directors and representative directors as of July 23, 201, and the auditor K retired from office as of March 30, 2012, and made a resolution to appoint C as both inside directors and representative directors and D as inside directors (hereinafter “instant resolution 1”).

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