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(영문) 광주지방법원 2015.08.21 2014가합8952
임시주주총회결의무효확인소
Text

1. Of the instant lawsuits, the part concerning the claim for confirmation of the resolution for dismissal of members and removal of directors shall be dismissed, respectively.

2...

Reasons

1. Basic facts

A. The Defendant is a company that completed the registration of incorporation on October 8, 2010 (hereinafter “Defendant company”) and was established for the purpose of conducting business related to quality inspection, etc., G cultivation farmers, etc., and other profit-making business pursuant to the Commercial Act, the Local Public Enterprises Act, and the Jeonnam-do Ordinance on the Operation of the EE, which received respective investments from Jeonnam-do (hereinafter “Seoul-do”), CFF and CFDD in accordance with the said Act, the Local Public Enterprises Act, and Jeonnam-do EM in accordance with the said Ordinance

B. At the time of the establishment of the Defendant Company, H, the president of the CF, was appointed as the representative director, and the Plaintiff was appointed as the inside director and registered in the corporate register of the Defendant Company.

C. On January 6, 2011, the Defendant Company: (a) held a board of directors at the meeting of all the directors and auditors of the Defendant Company; (b) passed a resolution to hold a temporary general meeting to deal with this issue on January 12, 2011 as H expressed an intention to resign from the office of representative director (hereinafter “the resolution of the board of directors of this case”); and (c) notified shareholders of the convocation, date, and place of the extraordinary general meeting of shareholders to the “case of the resignation of the representative director”; and (d) notified shareholders of the convocation, date, and place of the resolution.

Accordingly, on January 12, 201, the Defendant Company held a temporary general meeting of shareholders (hereinafter “instant temporary general meeting of shareholders”) on the condition that all shareholders owned the total number of 77,500 shares of the Defendant Company and CFC and CFD were present at the meeting, and passed a resolution to dismiss the Plaintiff from the board of directors on the ground of abuse of Plaintiff’s authority, failure to give instructions, and failure to honor the company (hereinafter “instant resolution to dismiss the Plaintiff”).

E. The Defendant Company completed the registration of removal of the Plaintiff on January 25, 201, in accordance with the resolution of removal of the Plaintiff from office.

F. Part of the articles of incorporation of the defendant company is stipulated as follows:

Chapter 3. The date, time, place, and meeting when convening the general meeting of shareholders under Article 23 (Notice of Convocation and Convocation).

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