(a) Status of shareholders and directors where the corporation is dissolved;

(b) Legal action and interest in legal action seeking confirmation of the resolution of a general meeting of shareholders made by a director or stockholder at the time of dissolution after the corporation is dissolved;

(c) Stockholders and directors where a stock company has been dissolved due to court dissolution ruling;

(d) Where the registration of dissolution has been completed due to a judgment of dissolution of the court and the registration of the appointment of a liquidator appointed by the court has been completed, whether there is a legal interest in seeking confirmation of the resolution of the general meeting of shareholders or the resolution of the board of directors made before the judgment of dissolution was rendered (negative)

A. A. Since a stock company becomes a liquidation corporation even after its dissolution, its shareholders can participate in a resolution at a general meeting of shareholders, and there are claims for distribution of residual assets and claims for dismissal of liquidators. On the other hand, where there are other provisions in the articles of incorporation at the time of dissolution or a general meeting of shareholders does not appoint a liquidator separately, the company shall naturally become a liquidator, and even if its term of office expires at the time of dissolution or termination, the company shall have the rights

B. Even if a corporation is dissolved, a claim seeking confirmation of invalidity of a resolution of a general meeting of shareholders made before dissolution by a director or a shareholder at the time of dissolution may include a claim disputing the invalidity of a resolution of appointment of a liquidator. In such cases, the key issue is the status to be a liquidator, and thus, it cannot be concluded that there is no

C. Where a stock company is dissolved by a court’s judgment of dissolution, the shareholders still hold the above “A” rights, but the status of directors is entirely different. It is not naturally a liquidator, but the Commercial Act provides that the court shall appoint a liquidator at the request of an officer, interested person or prosecutor or ex officio, and the liquidation corporation shall only execute the liquidation affairs of the company and become the representative of the company in lieu of a director.

D. In a case where the court’s judgment of dissolution against a stock company became final and conclusive, and the court has appointed such liquidator lawfully and completed the registration of its inauguration, even if the resolution of removal of directors of the general meeting of shareholders is null and void, the director’s position as a liquidator was no longer neglected. On the other hand, even if the director is a shareholder of the stock company, even if the director is legally dissolved and a legitimate liquidator is appointed, the status of the shareholder is not affected. Thus, the above director has no legal interest in seeking the resolution of the general meeting of shareholders or the confirmation of invalidity of the resolution of the board of directors of the company which was made before the judgment of dissolution.

(a)b)Article 245(a)(b) of the Commercial Code; Article 531(a) of the Commercial Code; Articles 538, 539 and 386(1)(b) of the Commercial Code (Article 542(2) of the Commercial Code; Article 380 of the Commercial Code; Article 228 of the Civil Procedure Act;

B. Supreme Court Decision 81Da358 delivered on April 27, 1982 (Gong1982, 525)

[Judgment of the court below]

Young Building Corporation, Inc.

Seoul High Court Decision 91Na9017 delivered on May 31, 1991

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

As to the Grounds of Appeal

1. Since a stock company becomes a liquidation corporation and continues to exist within the scope of the purpose of liquidation even after its dissolution, its shareholders are entitled to participate in a resolution of the general meeting of shareholders, and there are claims for distribution of residual assets and removal of liquidators (Article 538; Article 539 of the Commercial Act); on the other hand, where there are other provisions in the articles of incorporation or where a general meeting of shareholders does not appoint a liquidator separately at the time of dissolution (Article 531(1) of the Commercial Act), even if its term of office expires, (Article 542(2) of the Commercial Act shall apply mutatis mutandis to a request for nullification of the resolution of the general meeting of shareholders made before its dissolution until a new liquidator is appointed and appointed (Article 386(1) of the Commercial Act). Thus, even if a stock company is dissolved, the request for nullification of the resolution made by the general meeting of shareholders before its dissolution includes a claim for invalidation of the resolution made by the general meeting of shareholders before its dissolution, its major issue is about the status of the company's liquidator, and it cannot be concluded that there is no benefit in the above decision of dissolution or dissolution.

2. On July 27, 198, the court below determined that the defendant company's dissolution registration was made on January 111, 1991 when the judgment of dissolution was rendered against the defendant company and the judgment became final and conclusive on March 2, 191, and the fact that the non-party 8 was appointed as the liquidator of the defendant company and completed registration until the registration was completed, and that the non-party 8 was approved to resign, and that the non-party 5 was a director and the non-party 6 was approved to resign, and that the resolution of the temporary shareholders' meeting of the defendant company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's company's temporary director's company's company's company's company's company's company's company's company's company's company's dissolution.

In this case where there is no evidence to prove the grounds for the theory of theory against the plaintiff, the judgment of dissolution cannot be deemed to be null and void automatically, and therefore this part of the argument is without merit. Accordingly, the legal interest to be gained by the plaintiff in this case is in the position of the liquidator of the defendant company (see the above party member judgment), as determined by the court below, and as long as the judgment of dissolution of the defendant company became final and conclusive and the registration of dissolution has been completed as to the defendant company as determined by the court below, and the court has appointed the liquidator lawfully and appointed him and completed the registration of appointment, the plaintiff as the plaintiff (i.e., even if each resolution of this case is null and void), even if he was dismissed unlawfully (i.e., even if each resolution of this case is null and void), and on the other, even if the plaintiff is a shareholder of the defendant company, the plaintiff is legally dissolved, and as long as the legal liquidator is appointed, it cannot be said that there is no legal interest to seek the confirmation of invalidity of each resolution of this case.

Therefore, although the court below's reasoning is somewhat insufficient, it is correct that the lawsuit of this case was dismissed, and there is no illegality such as the theory of lawsuit.

3. Accordingly, the appeal shall be dismissed, and all costs of appeal shall be assessed against the plaintiff who has lost. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kim Sang-won (Presiding Justice)