1. The plaintiff's appeal is dismissed.

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

The purport of the claim and appeal is the purport of the appeal.

1. The reasons for this part of the basic facts are as stated in the reasoning of the judgment of the court of first instance, and therefore, they are cited in accordance with the main sentence of Article 420 of the Civil Procedure Act.

2. Summary of the parties' arguments

A. The gist of the Plaintiff’s assertion was that the general meeting of shareholders of this case was not held, and the resolution of this case was also made.

B. The defendant's assertion is a company whose total capital is less than one billion won. Article 363 (Notice of Convocation) of the Commercial Act Article 363 (Notice of Convocation) of the Commercial Act provides that a company whose total capital is less than one billion won may hold a general meeting without due process, if all shareholders consent to do so, and a resolution of the general meeting of shareholders may be substituted by a written resolution.

If all shareholders consent in writing on the subject matter of a resolution, it shall be deemed that a written resolution has been adopted.

Accordingly, with the consent of the Plaintiff as a shareholder and H, the resolution of the general meeting of shareholders of this case was made in writing without the convocation procedure.

Therefore, the resolution of this case exists lawfully and effectively.

3. Determination

A. As to the existence of a resolution of the general meeting of shareholders, if there is a dispute as to whether the resolution of the general meeting of shareholders itself exists and there is a serious defect that can be seen as non-existence of the resolution, the claimant bears the burden of proof and bears the burden of proof as to the existence of a serious defect that can be seen as non-existence of the resolution.

(See Supreme Court Decision 2008Da37193 Decided July 22, 2010). If the minutes of a general meeting of shareholders were prepared as a resolution on a specific agenda by a general meeting of shareholders with the consent of all shareholders from a stock company with two shareholders, the minutes of the general meeting of shareholders are valid even if they were not subject to due process of convening the general meeting of shareholders and did not actually hold the general meeting of shareholders.