Where an officer is replaced after the issuance of stock certificates, the status of the original representative director;

Since the transfer of shares before the issuance of share certificates has no effect in relation to the company, even if a transferee of shares from the original shareholder before the issuance of share certificates holds a general meeting of shareholders and appoints a new representative director, such resolution shall be null and void, and the original representative director shall have the rights and duties of the representative director until he takes office

Articles 335(2), 386, and 389(3) of the Commercial Act

Defendant 1 and one other

Prosecutor (Objection to the Defendant)

Cheongju District Court Decision 82No572 delivered on April 29, 1983

The appeal is dismissed.

We examine the grounds of appeal.

According to the judgment of the court below, Defendant 1 was a de facto shareholder who owns all the stocks of the Youngdong bus company, but all the stocks owned by Defendant 1 were transferred on February 11, 1982 to Non-Indicted Y, and the above company convened a temporary general meeting of shareholders on February 12, 1982 and changed its trade name into members transportation corporation at that general meeting of shareholders. The above company did not issue the share certificates after not only at the time of the transfer of the stocks between Defendant 1 and the above company, which was the representative director at that time, but also at that general meeting of shareholders. Defendant 1, including Defendant 1, who was the representative director at that time, dismissed or resigned from his office, and appointed Non-Indicted Ba-dong, old financial resources, Handong-dong, and Kacheon-dong, who was the auditor, as the auditor, as well as at the time of the transfer of the stocks between Defendant 1 and the above Taecheon-dong bus Co., Ltd. at that time.

The so-called share transfer prior to the issuance of share certificates does not have any effect in relation to the company as prescribed by the Commercial Act. Thus, even if the above YY acquired the shares from Defendant 1, it cannot be a legitimate shareholder of the above company. Therefore, even if it held a general meeting of shareholders and dismissed Defendant 1, etc., who was the representative director of the above company, and appointed a new representative director, etc., even if he was appointed, this resolution does not have any effect, etc., so the above YY cannot be legitimate representative of the company, and therefore, Defendant 1, the representative director of the above company, at first, has the right and duty of representative director of the above company until he takes office due to a new representative director appointed pursuant to Article 386 and

Therefore, the court below affirmed the judgment of the court of first instance which held that the facts charged such as the preparation of securities based on qualification qualification of this case under the premise that Defendant 1 is not a representative director of the above Yong-dong bus company as of February 16, 1982 shall not be a crime. The above articles of incorporation of the above company provide that the representative director shall act on behalf of the managing director in the notice. Thus, the original judgment of the court below did not have any effect in relation to the company, on the premise that the transfer of stocks prior to the issuance of stocks does not have any effect in relation to the company, and on the premise that the resolution of the general meeting of shareholders is not valid, the representative director of the above company shall not be deemed to be the mistake of the purport of the original judgment of Defendant 1, and there is no reason for this case.

Therefore, the appeal is dismissed. It is so decided as per Disposition by the assent of all participating judges.

Justices Lee Il-young (Presiding Justice)