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(영문) 대전지방법원 2015.04.15 2014가합2734
임시주주총회결의무효확인
Text

1. A resolution by the Defendant on April 22, 2010 that appoints C as an internal director at a special general meeting of shareholders on April 22, 2010 and October 1, 2010.

Reasons

Facts of recognition

The defendant is a company with the purpose of building materials, retail business, etc., and the total amount of capital in corporate register is KRW 110 million.

In the corporate register of the defendant, the plaintiff was registered as the representative director of the defendant from August 6, 2003 to March 29, 2005, while C was registered as the representative director of the defendant from March 30, 2005 to March 30, 2008.

The statement on changes in stocks, etc. submitted by the Defendant to the competent tax office in 2004 stated that CA 4,750 shares (43.18%) among the total shares issued by the Defendant, the Plaintiff 3,100 shares (28.18%), E 1,250 shares (1.36%), F 1,100 shares (1,100%) and G 800 shares (7.27%) are held by the competent tax office, and there was no subsequent report on changes in stocks, etc. to the competent tax office.

C On April 23, 2010, the Daejeon District Court filed an application for registration of change of a corporation with which C was appointed as H and in-house directors on the ground that “the Defendant passed a resolution to appoint H as an auditor and as an inside director at a temporary general meeting of shareholders held on April 22, 2010,” and the registration of change was made accordingly.

In addition, on October 4, 2010, C made a resolution to appoint D as a director at the temporary general meeting of shareholders held on October 1, 2010, and to appoint C as a representative director at each company’s general meeting of shareholders held on October 1, 2010 (hereinafter “the temporary general meeting of shareholders held on April 22, 2010” and the temporary general meeting of shareholders held on October 1, 2010 (hereinafter “each of the instant provisional shareholders’ meetings”).

For the reason that the “in-house director” filed an application for registration of change of a corporation that appointed D or C as a representative director, and the registration of change was made accordingly. 【Ground for recognition’s absence of any dispute, the entry of evidence Nos. 1, 2, 4, 5, 10, and 11, the inquiry result of the Daejeon director’s inquiry into the Daejeon director’s office, and Article 363(1) and (3) of the Commercial Act to determine the purport of the entire pleadings, “in convening a general meeting of shareholders, give written notice stating the purpose of the meeting to each shareholder or give notice in electronic form

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