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1. The Defendant’s resolution to amend the articles of incorporation at a special shareholders’ meeting on June 29, 2018 is revoked.
2. The plaintiff's remainder.
Reasons
1. Basic facts
A. The Defendant is a corporation established on June 12, 2012 for the purpose of attracting subscription to Internet, mobile phones, telecommunications equipment, wholesale and retail business, etc., and the Plaintiff is a shareholder of 4,500 shares issued by the Defendant.
B. On June 26, 2018, the Defendant’s internal director C sent a muster notice to the Plaintiff on June 29, 2018 (hereinafter “instant general meeting of shareholders”).
C. On June 29, 2018, the Defendant: (a) held a general meeting of shareholders of the instant case to amend the Defendant’s Articles of Incorporation (hereinafter “instant amendment resolution”); and (b) passed a resolution to newly issue 20,000 common shares (hereinafter “instant resolution to issue new shares”) (hereinafter “instant resolution”).
The Defendant newly issued 20,000 shares on July 3, 2018 (hereinafter “instant issuance of new shares”) according to the instant resolution for the issuance of new shares, and completed the registration that changed the total number of issued shares from 10,000 shares to 30,000 shares on July 4, 2018, and the total amount of capital from 50,000,000 won to 150,000 won.
[Ground of recognition] Unsatisfy, entry of Gap evidence 1 to 3, purport of whole pleadings
2. The plaintiff's assertion
A. In order to hold a general meeting of shareholders, the Defendant should send a notice of convening a general meeting of shareholders in writing 10 days before the general meeting. The Defendant did not send a notice of convening a general meeting of shareholders in the instant case to the Plaintiff 10 days before the general meeting of shareholders.
The resolution to amend the articles of incorporation of this case is procedural defect that does not comply with the notice period for convening a general meeting.
B. The issuance of new shares in this case is invalid as the following defects exist in the claim for nullification of the issuance of new shares in this case.
1) The issuance of new shares in this case was conducted according to the resolution on the issuance of new shares in this case without complying with the general assembly convocation notice period. 2) The Plaintiff’s share ratio against the Defendant was reduced from 45% to 15%.