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(영문) 광주지방법원 2020.10.30 2020가합53793
이사변경등기절차이행
Text

1. All of the instant lawsuits are dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

ex officio, we examine the legitimacy of the instant lawsuit.

1. As to the claim for appointment of an internal director, the case seeking appointment of a person who performs the duties of a temporary director pursuant to Article 386(2) of the Commercial Act is a non-contentious case as stipulated in Article 72(1) of the Non-Contentious Case Litigation Procedure Act, and thus, it is not allowed to seek such appointment by means of civil procedure.

Therefore, this part of the lawsuit cannot achieve its purpose and is unlawful as it does not have interest in the lawsuit, without further review.

[Dissenting Opinion by the Plaintiff, even if the Defendant Company’s assertion may be detrimental to the purport of seeking the implementation of the procedure to elect Defendant C as the succeeding directors by holding a general meeting of shareholders, the Plaintiff does not have any specific legal grounds for claiming the selection of the succeeding directors against the Defendants.

A. The relevant legal doctrine is a single act with the other party, and its declaration of intention becomes effective at the same time as the other party reaches the other party. Therefore, even if registration has not been completed, thereby losing the status of a director.

(see Supreme Court Order 2013Ma1273, Sept. 9, 2013). However, in a case where a director, including a representative director, retires from office due to the expiration or resignation of his/her term of office, resulting in the result that the representative director or the head (minimum number of persons or a specific number of persons) of a director stipulated in law or the articles of incorporation, the retired director has the right and duty as a director until his/her newly appointed director (Articles 386(1) and 389(3) of the Commercial Act), and the retired director continues to have his/her right and duty as a director until his/her newly appointed director is appointed (Article 386(1) and Article 389(3) of the Commercial Act).

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