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(영문) 대법원 2015.10.15 2015다215854
주주지위확인청구 등
Text

All appeals are dismissed.

The costs of appeal are assessed against the Defendants.

Reasons

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. As to the ground of appeal No. 1, the transfer of shares before the issuance of share certificates as stipulated in Article 335 (3) of the Commercial Act is effective against the company when six months have passed since its incorporation or the date of payment of new shares. In this case, the transfer of shares takes effect only with the declaration of intention of the parties in accordance with the general principles as to the transfer of nominative claim, and the transfer of shares on the register of shareholders as stipulated in Article 337 (1) of the Commercial Act is merely a requisite for setting up against the transferee of shares to exercise the shareholder's rights in relation to the company. Thus, the transferee of shares before the issuance of share certificates can solely prove that he/

Therefore, even if there is no change of entry in the register of shareholders, a transferee of shares before the issuance of share certificates can assert that he is a shareholder of the company.

In addition, it is reasonable to view that the transfer of shares before issuance of share certificates is incorporated into a bond contract, such as sale and donation, which is the cause of the transfer, and an act of transfer of shares, and if the parties have reserved the effect of transfer of shares in particular, it is conducted together with the ordinary cause of transfer.

(See Supreme Court Decision 94Da36421 Decided May 23, 1995, Supreme Court Decision 99Da6093 Decided March 23, 2000, Supreme Court Decision 2011Du24842 Decided March 14, 2013, etc.). The lower court acknowledged the facts as indicated in its reasoning based on the relevant employment evidence, and determined that the Plaintiff would accept the Defendant C Co., Ltd. from Defendant C at KRW 45,00,000, and paid the amount in full to the Defendant C.

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