Scope of the proviso of Article 335(2) of the Commercial Act concerning transfer of shares before the issuance of share certificates

The proviso of Article 335(2) of the Commercial Act, amended on April 10, 1984, applies to the transfer of shares without the issuance of share certificates, pursuant to Article 6 of the Addenda to the same Act, to the effect of the transfer of shares prior to the issuance of share certificates. However, there is no room to view the transfer of shares prior to the issuance of share certificates as valid under the circumstances where share certificates were issued before the enforcement of the above amendment and such shares are issued to a third party other than the transferee prior to the issuance of share certificates.

Article 335(2) and Article 6 of the Commercial Act of the same Act

Defendant

Defendant

Attorney Kim Jae-sub

Busan District Court Decision 86No1915 delivered on February 27, 1987

The appeal is dismissed.

1. The defendant's defense counsel's grounds of appeal Nos. 1 and 3 are also examined.

Examining the evidence presented by the court below according to the records, there is no error of law by misunderstanding facts against the rules of evidence, such as the theory of lawsuit, even if the court below acknowledged all the facts of the defendant's fraudulent entry in the original copy of the notarial deed as the time of original judgment

According to the evidence duly admitted by the court below, the defendant could not be deemed to have acquired part of the shares of the non-indicted 20,000 corporation of the non-indicted 1 in 1973 from the difficulty of the non-indicted 1 in acquiring the shares of the non-indicted 20,000, and did not have acquired the entire shares. Since the above company issued the share certificates only after it reached May 6, 1980, it cannot be deemed to have acquired the shares of the non-indicted 1 in accordance with Article 335 (2) of the former Commercial Act (amended before April 10, 1984) as the acquisition of shares prior to the issuance of

The proviso of Article 335(2) of the current Commercial Act, amended on April 10, 1984, provides that the transfer of shares prior to the establishment of a company or the date of payment of new shares shall also take effect when six months have passed since the date of the establishment of the company or the date of payment of the new shares, and the above revised provision, pursuant to Article 6 of the Addenda of the same Act, shall also apply to the transfer of shares without the issuance of share certificates prior to the enforcement of the above Act. However, as in this case, there is no room to regard the transfer of shares prior to the issuance of share certificates to a third party other than the defendant who was the transferee of shares prior to the issuance of share certificates

From a different point of view, we do not agree with the judgment below that there is no violation of the rules of evidence, misapprehension of the legal principles as to the existence of existence at the general meeting of shareholders and resolution of board of directors, on the premise that the defendant acquired the entire shares of the above company before the issuance of share certificates, and the transfer takes effect retroactively to August 30, 1973 under Article 6 of the Addenda of the current Commercial Act.

In addition, this paper argues that the registration of change of the location of the head office was made by the defendant as the representative director with the permission of the court. However, according to the records, the permission of the court of lawsuit is not only a permit for the act of exceeding the standing director of the acting director under Article 408 of the Commercial Act (see, e.g., Supreme Court Decision 353 of the Investigation Records), so the registration of change of the head office lacking the legitimate resolution of resolution of board of directors is not valid. This issue is without merit.

2. We examine the second ground for appeal.

As seen earlier, insofar as it is apparent that the Defendant did not have taken over all the shares of Nonindicted Ship Co., Ltd., and thus cannot be deemed as one-person shareholder, it shall be deemed that there was an awareness of the absence of a valid board of directors resolution, and as such, as in the lawsuit, the Defendant did not recognize that the Defendant was one-person shareholder, on the ground that he was subject to a court’s decision to suspend the performance of duties, a decision to appoint an acting director and a decision to permit the convocation of a general meeting of shareholders. Therefore, the fact that the Defendant received

It is not reasonable that the judgment of the court below erred by misapprehending the legal principles on the criminal intent of false entry in the authentic copy of a notarial deed.

3. Therefore, the appeal is dismissed. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Sang-won (Presiding Justice) Lee Jong-won (Presiding Justice)