Whether or not a representative of a limited partner has been designated as a representative of the company and has been registered as a representative of the limited partner or with the consent of all the members.

A limited partner of a limited partnership company may not have the power of representation of the company even if the limited partner of the limited partnership company is designated as the representative of the company and passed such registration.

Article 273 of the Commercial Act, Article 278 of the Commercial Act

1. The case where a limited partnership company is a limited partnership company

Gangnam-gu (Attorney Kim Do-won, Counsel for defendant-appellant)

Seoul High Court Decision 64Na1056 delivered on September 16, 1965

The appeal is dismissed.

The costs of appeal shall be borne by the defendant.

Article 273 of the Commercial Act provides that a partner with limited liability in a limited partnership company shall not conduct the business of the company or represent the company, unless otherwise provided in the articles of incorporation. In the case of a limited partnership company, a partner with limited liability shall be limited to a person who is entitled to represent the company with the consent of the articles of incorporation or all the members, and a partner with limited liability shall not have the power of representation in the company even if he/she is designated as a representative of the company with the consent of the representative of the company or the articles of incorporation or all the members, and even if he/she goes through registration, he/she shall not have the power of representation in the company.

Therefore, the above cases will result in the absence of the articles of incorporation as to the representation of the company, and it is reasonable to view that the general partner has the right and duty to represent each limited partnership company.

Therefore, the court below's opinion is justified in interpreting the plaintiff's principal lawsuit as legitimate by recognizing the non-party's general partner of the limited partnership company as having the right of representation in the company, and there is no ground to criticize the judgment of the court below as a dissenting opinion.

Determination on the ground of appeal No. 2

The court below prepared a contract in which the defendant transferred 435/90 of shares in the company from the non-party new interference to the plaintiff company and transferred 1/2 of shares in the new interference among the company's property, and the defendant decided to exchange 435/900 of shares in the company and the shares in the defendant's transfer of shares in the company at the time of acquiring shares in the company. The above two persons agreed to sell 1/2 of shares in this case's real estate from the company to the company, and the defendant prepared a certificate of sale of all rights in the company's property purchased from the non-party new interference to the fixed table, and delivered it to the fixed table, and the defendant recognized the fact that the defendant passed the registration in the same name as stated in the above sale certificate, not by the genuine intention of transfer between the plaintiff company and the defendant, but by the legitimate criticism of the defendant's personal agreement with the defendant, and there is no violation of law in the court below's determination of facts or any inconsistency in the judgment below's selection made through evidence or evidence.

Therefore, it is so decided as per Disposition by the assent of all participating Justices.

Justices Han Sung-dong (Presiding Judge) of the Supreme Court