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(영문) 춘천지방법원 2019.04.24 2018가합50690
정관변경 및 퇴사등기절차 이행청구의 소
Text

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Presumed factual basis

A. Defendant Company is a limited partnership company established for the purpose of the wholesale business of alcoholic beverages.

B. On January 22, 2007, the reference member, the type of liability, the amount of investment, and the equity ratio of the defendant company are as listed in the following table:

The equity ratio (%) of the equity ratio in the type of partner's liability (%) Plaintiff A general partner A 22,515,500 E general partner 24,225,000 E general partner 24,225,000 48.45 Plaintiff B limited partner B 1,984,503.9 F limited partner 1,275,000.5

C. On February 3, 2010, Plaintiff A transferred the right to the Defendant Company (shares) to D, and entered into a contract with D to receive KRW 450 million in return for payment from D, and the consent of the total members of the Defendant Company necessary for the transfer of shares was to receive D.

(hereinafter referred to as “transfer of equity interest”) D.

Article 6 of the Articles of incorporation of a defendant company provides that “No general partner of the defendant company may transfer all or part of his/her equity interest to any other person without the consent of all partners. A limited partner may transfer all or part of his/her equity interest at the time of consent of all general partners.”

【Facts without dispute over the grounds for recognition, Gap’s evidence Nos. 1, 2, 4, 5, 7, Eul’s evidence No. 6, the purport of the whole pleadings

2. The parties' assertion

A. On February 3, 2010, Plaintiff A transferred the shares of the Defendant Company owned by the Plaintiffs to D. However, Plaintiff A, a member of the Defendant Company, E, F, and their father, who actually exercised the rights as a member, consented explicitly to the transfer of the shares of this case around January 2010, and D who acquired the shares did not raise any objection to the management of the Defendant Company, and agreed to the transfer of the shares of this case or ratified the transfer of the shares of this case by allowing D to hold the shares of this case on and around 2014 and continuing to operate the Defendant Company.

Therefore, with respect to the defendant, the amendment of the defendant's articles of incorporation reflecting the transfer of the shares in this case, and the procedure for the registration of retirement of each member against the plaintiffs.

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