Action for confirmation of non-existence of the resolution of the general meeting of shareholders and commercial effects

Although Nonparty 4, as a shareholder of the Defendant Company, has been finally and conclusively ruled to have lost the same lawsuit as the Plaintiff’s claim, the Plaintiffs’ objection claim is also illegal as a large effect of the judgment. However, in the confirmation of existence of the resolution of the general meeting of shareholders, such as the Plaintiff’s claim, the judgment to which the claim was accepted, has no detailed effect.

Articles 380 and 190 of the Commercial Act

69Da279 delivered on May 13, 1969 (Supreme Court Decision 8894 delivered on February 15, 1963, Supreme Court Decision 62Ma25 delivered on December 22, 1970 (Supreme Court Decision 11Da2227 delivered on December 22, 1970) (Supreme Court Decision 483 delivered on May 13, 1969, Supreme Court Decision 70Da227 delivered on December 22, 1970

Plaintiff 1 and four others

Defendant corporation

Busan District Court (67Ga844)

Supreme Court Decision 69Da279 Decided May 13, 1969

The judgment of the first instance shall be revoked.

November 5, 1964, the total number of shares of the Defendant Company shall be 20 weeks, the per share amount shall be 500 won, and the resolution of the shareholders meeting which approves the disposal of real estate owned by the Defendant Company shall be confirmed that there is no resolution of the

The remaining claims of the plaintiffs are dismissed.

All costs of the lawsuit shall be borne by the defendant.

(1) On November 5, 1964, the board of directors appointed Nonparty 2 as the representative director of the Defendant company, who is the representative director of the general meeting of shareholders to change the total number of shares as of November 5, 1964, and one share amount to 500 won. They confirm that there is no resolution of the general meeting of shareholders that appointed Nonparty 2, Plaintiffs 1, 2, and 1 as of November 5, 1964, and the auditor, and the resolution of the general meeting of shareholders that approved the disposal of real estate owned by the Defendant company.

All the costs of lawsuit shall be borne by the defendant through the first and second trials.

As a defense of this safety, the defendant asserts that the plaintiffs are not the original shareholders of the defendant company, and even if they are the shareholders, their shares are combined with 20 shares at the temporary shareholders' meeting of the defendant company on November 5, 1964, and all shares held by the plaintiffs are transferred to others, and therefore, they are not currently shareholders, and therefore they are not eligible to make the claim of this case. However, although the plaintiffs are the original shareholders of the defendant company, and the absence of the temporary shareholders' meeting of November 5, 1964 where the total number of shares was decided to be combined with 20 shares is recognized as follows, the validity of transferring shares after consolidation cannot be recognized, and the confirmation of the non-existence of the shareholders' general shareholders' meeting can be filed if there is a benefit of confirmation, not the shareholders of the company.

Therefore, the defendant's defense on this point is groundless.

Second, the defendant company is dissolved under Article 15, Paragraph 1, Paragraph 3 of the Enforcement Act of the Commercial Act if the plaintiff did not have a general meeting of shareholders on November 5, 1964, the defendant company claims that there is no legal interest in the plaintiffs' claim for confirmation of non-existence of the resolution of the general meeting of shareholders. However, according to Article 15, Paragraph 1 and Paragraph 3 of the Enforcement Act of the Commercial Act of the new Commercial Act, the company should pay or reduce its capital in order to make all the shares paid within 2 years from the enforcement date of the Commercial Act of the new Commercial Act of the company. If the company fails to do so, it shall be deemed to be dissolved. However, although there is no dispute over the establishment, the defendant company shall be deemed to have been dissolved, the defendant company shall be established on April 30, 193, and the defendant company shall be dissolved under Article 15, Paragraph 1 and Paragraph 3 of the Commercial Act of the same Article of the new Commercial Act of the new Commercial Act of the same Act of the same Act of 194.

Then, the defendant has become final and conclusive as against the plaintiff's lawsuit like the plaintiff's claim as a shareholder of the defendant company, and the plaintiff's claim for objection is also illegal as a large effect of the judgment. However, in the confirmation of the absence of the resolution of the general meeting of shareholders like the plaintiff's claim of this case, even if the judgment accepting the claim becomes final and conclusive, the defendant's defense as to this point is without merit.

The following facts are stated on the 10th 1st 6th 1st 6th 6th 6th 6th 6th 6th 6th 6th 1st 6th 6th 1st 6th 1st 6th 6th 1st 6th 1st 6th 6th 1st 6th 1st 6th 6th 1st 6th 6th 1st 6th 6th 1st 6th 6th 6th 1st 6th 6th 6th 1st 6th 6th 1st 6th 6th 6th 1st 6th 6th 6th 1st 6th 6th 6th 1st 6th 6th 1st 6th 6th 6th 1st 6th 202th 1st 196th 1st 6th 6th 200 1st 1st 2001st 1st 3

The defendant company is a family company of the defendant company, and it does not require a convocation notice and other convocation procedures when there is a prior approval of the shareholders' general meeting convocation notice and the contents of the resolution. Thus, since all shareholders approved the same resolution as stated in the purport of the claim at the plaintiff 1 on September 12, 1964 and delegated the authority to convene the general meeting to the non-party 2, the shareholders' general meeting or the board of directors in this case is valid. However, even if the company is a family company, barring any special circumstance, it is necessary to legitimate convening authority to convene the meeting and to approve the contents of the resolution in advance, and it is only forged the minutes of the general shareholders' meeting and the copies of the board of directors' meeting as mentioned above. However, in this case where the non-party 2 disposes of the forest and fields of the problem prior to the non-party 2 to the non-party sexual creative company, it is recognized that the above argument is not reasonable because it uses multiple documents to be legitimate.

Therefore, since there is no resolution of change of the company's shares among the resolution of this case, the plaintiff's claim seeking confirmation of absence of the remaining director, auditor, and chief director's dismissal and appointment is reasonable, in the part demanding confirmation of non-existence of the resolution of this case, the defendant company convened a temporary general shareholders' meeting on November 15, 1964 and corrected it in the form of removal of non-party 2 and non-party 1, director's dismissal. It shall be returned to the directors, and the plaintiff 1 shall be returned to the representative director again, and the plaintiff 1 shall be returned to the representative director after the convocation of the board of directors' meeting, and it shall not be confirmed by the result of verification of the party members' removal (the non-existence of the above resolution of the board of directors' removal) (the non-existence of the resolution of the board of directors' removal and appointment of non-party 1 shall not be decided by the resolution of 16th of Nov. 21, 1964; the resolution was adopted at the general shareholders' meeting and the 16th shareholders' meeting.2.6

Therefore, the judgment of the first instance court is different from its purport, so it is revoked by Article 386 of the Civil Procedure Act, and it is so decided as per Disposition by applying Articles 96 and 89 of the Civil Procedure Act with respect to the bearing of total litigation costs.

Judges Sap-ho (Presiding Judge) the highest number of judges