The effect of transfer of shares prior to the issuance of share certificates at the time of the indemnity law, and the time when the inheritor of shareholders' rights may demand issuance of share certificates to the company.

In the enforcement of the former Commercial Act, the transfer of shares before the issuance of share certificates shall not be effective against the company even if the share price has been paid in full.

section 204(2) of the Reimbursement Act, section 206(2) of the Reimbursement Act

Supreme Court Decision 64Da205 Delivered on April 6, 1965

Plaintiff (Attorney Park Young-hoon, Counsel for the plaintiff-appellant)

Incheon Shipbuilding Industrial Co., Ltd. (Attorneys Min Byung-hun et al., Counsel for the defendant-appellant)

Seoul High Court Decision 65Na1031 delivered on March 23, 1966

The appeal is dismissed.

The costs of appeal shall be borne by the defendant.

The grounds of appeal by the defendant et al. are examined.

In comparison with the reasoning theory of the judgment of the court below, the court below revealed that the plaintiff's prior owner acquired the shares of the defendant company by the non-party 1 was the non-party 2's title trust, so the actual owner of the shares was the non-party 2, and the above non-party 1 returned all the shares to the non-party 2 after the takeover. As to the defendant's assertion that the plaintiff did not inherit the shares of the defendant company from the prior owner, even if the acquisition of shares of the non-party 1 was made by the above non-party 2's title trust, it is only an internal relation with the above two persons, and in relation to the external defendant company, the above non-party 1 was the subscriber, and even if the shares were transferred before the issuance of the shares, it is invalid for the defendant company. Accordingly, at the time of the above original judgment, the transfer of shares after that time of the above original judgment was made by the defendant's non-party 2, and there is no error in the judgment of the court below as to the plaintiff's exercise of title trust by the defendant.

We examine the second third ground for appeal.

According to the interpretation of Article 204(2) of the Act on the Reimbursement of Compensation (amended by the Ordinance of the Civil and Civil Aviation), although the transfer of shares prior to the issuance of share certificates does not take effect against the company even if the share price is paid in full, it shall not take effect against the company (see Supreme Court Decision 64Da205 delivered on April 6, 1965). The argument that the court of original judgment applied the new Commercial Act in this case does not have any grounds in the record, and therefore, the original judgment is just and without merit.

The ground of appeal No. 4 is examined.

In a case where the right of shareholders is succeeded and transferred to an heir as a result of the inheritance before the issuance of the registered shares, the heir shall first request the company to enter its name and address in the register of shareholders in accordance with Article 206(2) of the Compensation Act, and there is no room for the theory as to whether the company can request the issuance and delivery of the share certificates after the entry of the shares in the register of shareholders or whether the company can request the issuance and delivery of the share certificates under its own name even before the entry in the register of shareholders. However, there is no concern for the theory as to whether the plaintiff can request the issuance and delivery of the share certificates under its own name while the share certificates are not issued yet, and if the company succeeds to the share certificates due to the inheritance and directly claims the issuance and delivery of the share certificates under its own name, the company or the third party may demand the issuance of the share certificates even if the shares are not registered as the heir in the register of shareholders. Accordingly, the original judgment with the purport of the above is just, and there is no reason to criticize the original judgment as a different opinion. Therefore, the appeal is dismissed.

Supreme Court Judge Ma-man (Presiding Judge) Ma-dong (Presiding Judge)