[1] The effect of the resolution and convocation procedure of the board of directors where all shareholders attend the extraordinary general meeting of shareholders and make a resolution to keep the meeting on an equal basis without objection (effective)

[2] In a case where a major shareholder who did not comply with the statutes and the articles of incorporation concerning the appointment of the chairman of the general meeting of shareholders becomes the Speaker pro tempore and prepares minutes of the special meeting of shareholders, the case denying the establishment of qualification and qualification documents preparation and the crime of uttering on the premise that the resolution of the relevant general meeting

[3] The case holding that the crime of false entry in the authentic copy of a notarial deed is not established in a case where a major shareholder delegated voting rights of the remaining shareholders without a legitimate convocation procedure or a provisional general meeting of shareholders, and he prepared minutes of a provisional general meeting of shareholders as Speaker pro tempore and completed

[1] Even if a special general meeting of shareholders of a corporation was conducted without the statutory and statutory resolution of the board of directors required by the articles of incorporation and the convocation procedure, if all shareholders on the list of shareholders attend the general meeting and consent to hold the general meeting and without any objection, the resolution is valid.

[2] In a case where a major shareholder who did not comply with the statutes and the articles of incorporation concerning the appointment of the chairman of the general meeting of shareholders is the Speaker pro tempore and prepares minutes of the special meeting of shareholders, the case holding that the crime of preparing qualification and qualification documents and the establishment of the crime of uttering of the same under the premise that the

[3] The case holding that the crime of false entry in the authentic copy of a notarial deed is not established in a case where a major shareholder delegated voting rights of the remaining shareholders without a legitimate convocation procedure or a provisional general meeting of shareholders, and he prepared minutes of a provisional general meeting of shareholders as Speaker pro tempore and completed corporate registration

[1] Articles 376 and 380 of the Commercial Act / [2] Article 366-2 (1) of the Commercial Act, Articles 232 and 234 of the Criminal Act / [3] Articles 376 and 380 of the Commercial Act, Article 228 (1) of the Criminal Act

[1] Supreme Court Decision 2002Da15733 decided Jul. 23, 2002 (Gong2002Ha, 2020) Supreme Court Decision 2000Da69927 decided Dec. 24, 2002 (Gong2003Sang, 435)

Defendant

Prosecutor

Attorney Yoon Byung-hee

Ulsan District Court Decision 2007No597 decided January 16, 2008

The appeal is dismissed.

The grounds of appeal are examined.

1. As to the fraudulent entry in the authentic copy of a notarial deed and its exercise

Even if a special meeting of shareholders of a corporation was conducted without the statutory and the articles of incorporation, the resolution is valid unless there are special circumstances (see Supreme Court Decision 2000Da6927, Dec. 24, 2002, etc.).

In full view of the admitted evidence, the court below held that on January 2, 2002, the day of the provisional general meeting of shareholders of this case, 200 shares in the name of 20,00 shares and eight shareholders, but the defendant held 12,600 shares in his name or the name of non-indicted 1, who was his own name or affixed them. The defendant was present as of January 2, 2002, the defendant was dismissed from all the existing directors and auditors, and Non-indicted 2, 3, and 4 were appointed as auditors, and the temporary general meeting minutes of the contents of which the non-indicted 1 were decided to appoint Non-indicted 5 as auditors. The remaining shareholders except the non-indicted 1, who are nominal shareholders, were delegated to the defendant with voting rights as to the provisional general meeting of shareholders of this case before December 30, 201, or the defendant was not entitled to exercise voting rights as a whole before the above provisional general meeting of shareholders, and therefore, it did not err in the misapprehension of legal principles as to the contents of directors and auditors.

2. As to the preparation of qualification specifications and private documents and the holding thereof

Article 366-2(1) of the Commercial Code provides that the president of the general meeting of shareholders shall appoint the president at the general meeting unless otherwise provided in the articles of incorporation.

The court below determined that, in light of the provisions of the Commercial Act and the records as seen earlier, the defendant's qualification as the Speaker cannot be considered to be a representative director with the authority of the resolution of the above general meeting of shareholders because it is against the provisions of the above articles of incorporation, as long as the above resolution of the general meeting of shareholders is valid, since the representative director of the above company was not a non-indicted 6 but was already dead on January 2, 2002, which is the date of the above provisional general meeting of shareholders, the representative director of the above company's corporate register, and it is against the provisions of the above articles of incorporation. However, since the above resolution of the general meeting of shareholders is deemed valid, the above majority of the shares of the above company and the valid resolution of the general meeting of shareholders cannot be deemed to be a representative director with the authority of the above general meeting of shareholders, and therefore, the defendant cannot be deemed to be a representative director with the authority of the resolution of the general meeting of shareholders, and therefore, in preparing the minutes of the above general meeting of shareholders, the above recognition and judgment of the court below is justified.

3. Therefore, the appeal is dismissed. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Kim Nung-hwan (Presiding Justice)