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(영문) 인천지방법원 2016.06.03 2015가합53199
주주총회 결의 부존재 확인의 소
Text

1. A resolution that the Defendant appointed C as a director and a representative director at a special general meeting of shareholders on January 29, 2015, and February 5, 2015.

Reasons

1. Basic facts

A. The defendant (FF corporation prior to the change on August 10, 2009) is a corporation established with the purpose of manufacturing and selling textile products, bath business, and barber business.

B. G and H owned 2,500 shares of the Defendant Company’s total issued 5,000 shares, respectively, and around June 17, 2009, G transferred 1,000 shares to J, 2,00 shares to K, 2,00 shares to K, and 50 shares to K.

J transferred 1,500 shares to the Plaintiff on February 18, 2014.

The register of shareholders of the Defendant Company on February 18, 2014 stated that the Plaintiff owns 1,500 shares, I’s 1,500 shares, and K 2,00 shares, according to the result of share transfer and takeover as above.

C. On February 18, 2014, the Plaintiff was elected as an internal director at the Defendant’s temporary general meeting of shareholders held on the same day, and its contents were registered in the corporate register.

The minutes of the special shareholders' meeting held by the defendant on January 29, 2015 (hereinafter referred to as "the primary shareholders' meeting") state that two of the total number of shareholders (C and L) shall be present and that one inside director shall be increased under the proceedings of C, the chairperson shall be appointed as the inside director. In other words, the resolution to appoint C from the seat to the representative director shall be made by means of secret secret voting, and the minutes of the special shareholders' meeting held on February 5, 2015 (hereinafter referred to as "the second shareholders' meeting") shall include that two of the total number of shareholders shall be present, and two of the total number of shareholders (C and L) shall be removed from the board of directors, the plaintiff, the auditor, and the auditor shall be dismissed under the proceedings of C, the representative director, and D, E shall be made by each inside director, and the resolution to appoint L to the auditor shall be made by means of secret secret voting.

E. As of January 29, 2015, the minutes of the first general meeting of shareholders and the minutes of the second general meeting of shareholders were based documents, C took office for inside directors and representative directors as of January 29, 2015, and as of February 5, 2015, registration was completed that the Plaintiff was dismissed from inside directors, I was dismissed from the audit, and that D, E was appointed for each inside director, and L was appointed for each inside director.

F. The Plaintiff and I together with the Incheon District Court No. 2015Kahap61, C, D, and .

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