In the convening of a general meeting of a corporation which does not issue share certificates, the validity of the resolution of the general meeting of shareholders made without giving notice to the original shareholders who have transferred the shares to another person.

Even if some original shareholders of the defendant company transferred their shares to another person, such transfer is null and void as transfer before the issuance of share certificates, and the shareholders of the above company are the original shareholders of the above company. Therefore, each general meeting of shareholders, which did not give all notice to the above original shareholders of the above company at the time of the general meeting, is too serious in the process of formation, and thus, the general meeting itself does not exist unless there are special circumstances.

Articles 335 and 380 of the Commercial Act

Supreme Court Decision 74Da428 delivered on December 10, 1974 (Supreme Court Decision 10855Da10855 delivered on December 2, 197, Supreme Court Decision 67Da1705, 1705, 1706 delivered on September 2, 1969 (Supreme Court Decision 757Da1705 delivered on September 10, 197, Supreme Court Decision 223Da134 delivered on March 13, 2007, Supreme Court Decision 57Da1705, 8216 delivered on September 2, 1969)

Lee & Lee, et al.

Youngcheon Market Corporation

Seoul Central District Court (75 Gohap4689) in the first instance trial

Supreme Court Decision 78Da1269 Delivered on November 14, 1978

1. Revocation of the original judgment;

2. Defendant Company;

(A) A resolution that at a temporary general meeting of shareholders convened on September 11, 1972, the representative director Kim Sung-sung, directors Shin-sik, Park Jong-chul, Park Byung-young, Park Byung-young, Park Byung-young, Park Byung-young, Park Byung-ki, Park Byung-ki, Park Byung-ki, and the representative director shall be appointed as an auditor.

(B) In a special general meeting of shareholders convened on April 28, 1973, a resolution that only the representative director who is the outlined representative director, the office of gambling for directors, and the office of auditor shall resign, and that the director shall appoint the Chuncheon to the director, in good tin and the representative director.

(C) In a special general meeting of shareholders convened on January 27, 1974, a resolution to resign from the office of the representative director, to appoint Kim Byung-su, Kim Jong-ho, Kim Young-young, Kim Jong-young, Jin-young, Jin-young, Jin-ho, Park Jong-ho, Lee Jong-ho, Lee Jong-ho, Lee Jong-ho, Lee Jae-ho, Lee Jae-ho, Lee Jae-ho, Lee Jae-ho, Lee Jae-ho, Lee Jong-

(D) In a special general meeting of shareholders convened on May 9, 1974, the representative Kim Byung-hee shall resign from the office of representative director only, directors Han-so, Kim Hong, Jin-il, Jink, Park Jong-ho, Park Jong-ho, Park Jong-ho, and the auditor's awareness, and a resolution that the director shall have a difficulty in interest to the representative director.

(E) A resolution that only the representative director who has difficulty in interest of the representative director resigns from the temporary general meeting of shareholders convened on May 25, 1974, and that the representative director shall be appointed to the representative director.

(F) At a temporary general meeting of shareholders convened on June 20, 1974, only the representative director, directors Kim Byung-ho, and Kim Jae-young resigns from the office, and the decision that the representative director has a difficulty in interest to the representative director is non-existent.

3. All costs of the lawsuit shall be borne by the defendant.

The same shall apply to the order.

1. Judgment on the main defense of this case

The defendant asserts that the lawsuit of this case by the plaintiffs is unlawful, since he did not have a benefit of seeking confirmation of non-existence of the general meeting of shareholders of this case because he lost his status as shareholders by transferring the entire shares owned by the defendant company to the defendant company, although the non-party Lee Ho-ho, the predecessor of this case and the other plaintiffs

However, since the company's acquisition of its own shares does not take effect unless there are special circumstances stipulated in Article 341 of the Commercial Code, in this case where no such circumstance is found in the records, it shall be deemed null and void even if there was a share transfer as claimed by the snow company, so the remaining issues shall not be further determined, and the above argument by the defendant is groundless without any further determination on the remaining issues.

2. Judgment on the merits

In full view of the facts that there was no dispute between the parties, and as indicated in the order, Gap evidence Nos. 1, 2 and 4, Gap evidence Nos. 14-1 and 14-2 (excluding part of Gap evidence No. 4, Gap evidence No. 14-1 and 2), the court below's witness Kim Jong-sung, the court below's testimony before remand, the witness witness witness's testimony after remand, the plaintiff Lee Jong-sung's personal examination result, and the whole purport of oral argument, the defendant company did not accept the above 1207 shares before the above 14th of May 16, 1963, and the 25th of the 25th of the 14th of the 1st of the 197th of the 1st of the 195th of the 2nd of the 1st of the 195th of the 1st of the 195th of the 120th of the 1st of the 104th of the 1st of the 1st of the 100th of the th of the 3th of the shares.

Therefore, even if 25 shareholders listed in the separate sheet, who are the original shareholders of the company, transfer their shares to another person as long as the above recognition has not yet been issued except for 100 share certificates issued by the plaintiff Lee Jong-soo, such transfer is null and void as before the issuance of share certificates (the defendant asserts that the original shareholders transferred the shares to another person or transferred the shares in whole to the company, but even if the acquisition of shares by the company does not have any reason under Article 341 of the Commercial Act, the acquisition of shares by the person who does not have any reason under Article 341 of the Commercial Act does not take effect as the acquisition of shares is also the original shareholders of the company). Therefore, each of the above general shareholders' meetings, unless the shareholders of the company at the time of the general shareholders' meeting did not notify at all the shareholders of the issuance of share certificates, shall be deemed to have a defect in the process of its establishment, and there is no separate general

In this regard, the defendant first asserts that the lawsuit of this case is unfair since it seeks confirmation of non-existence of the resolution of the general meeting after two months from the date the resolution of the general meeting was passed with reasons corresponding to cancellation of the resolution of the general meeting. However, since the plaintiffs are not seeking cancellation of the resolution but seeking confirmation of non-existence of the resolution, the above argument is groundless.

Second, the defendant asserts that the original shareholders of the attached list did not pay the subscription price, but did not lose their rights as the subscribers. However, there is no evidence to acknowledge this, and in a case where the subscribers did not pay the subscription price, they can forfeit their rights only by way of the forfeited procedure stipulated in Article 307 of the Commercial Act. However, in the case of a case where the original shareholders did not pay the subscription price, it cannot be seen that the original shareholders lose their status as shareholders, even if the original shareholders did not pay the subscription price, the above assertion is groundless.

Therefore, the plaintiffs' claims for this case seeking confirmation of absence of resolution by the above general meeting of shareholders are reasonable, and therefore, the original judgment which differs from this conclusion is unfair, and thus, the plaintiffs' claims are revoked, and the total costs of the lawsuit are assessed against the defendant. It is so decided as per Disposition.

Judge Jeon Byung-chul (Presiding Judge)