1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1...

1. Basic facts

A. At the time of the establishment and establishment of the Defendant Company, Plaintiff A, D, and E held a general meeting of promoters to establish the Defendant Company on April 14, 2014 to determine the total number of shares to be received by them as 10,000 shares, approved the Articles of incorporation of the Defendant Company, and passed a resolution to appoint Plaintiff A, D as directors, and E as auditors. On the other hand, Plaintiff A, D, and E held a board of directors and appointed Plaintiff A as representative director at the time of the establishment of the Defendant Company. (2) At the time of the establishment of the Defendant Company, Plaintiff A, D, and E were appointed as representative director. (3,40 shares for Plaintiff A, D, 300 common shares, and 3,300 common shares, respectively.

At the time of incorporation of the defendant company, share certificates were not issued.

B. On July 7, 2014, Plaintiff A, D, and E, who held the office director and the representative director of Plaintiff B, appointed Plaintiff B as an in-house director by holding a temporary general meeting of shareholders of Defendant Company. On the same day, Defendant Company’s board of directors was held and consented to the resignation of Plaintiff A’s representative director and appointed Plaintiff B as a new representative director.

C. (1) On November 19, 2014, Plaintiff A transferred 3,400 shares of the Defendant Company to Plaintiff B, and on February 2, 2015, Plaintiff A filed a claim for the transfer of shares by means of a certified mail with a fixed date date with the Defendant Company. On April 1, 2015, the Defendant Company registered the shareholders of the said transferred shares 3,400 shares as Plaintiff B in the register of shareholders. (2) On December 29, 2014, Plaintiff A transferred 3,300 shares of the Defendant Company to F on December 29, 2014, and notified the Defendant Company of the transfer of shares by means of a certified mail with a fixed date.

3) Meanwhile, the Defendant’s articles of incorporation provides that the alteration of entry in the list of shareholders shall be suspended from the day following the end of the business year until the end of the general meeting of shareholders (Article 16(1)). D. The Defendant Company’s shareholder D is a shareholder of the Defendant Company.