Whether the absence of the above general meeting can be seen as a defect in a case where the plaintiffs did not notify the convocation of the general meeting of shareholders to the plaintiffs who do not actually leave the status of shareholders of the company by transferring shares before issuance of share certificates.

A general meeting of shareholders seeking confirmation of non-existence of the plaintiffs holding only 6,250 shares of 97,440 shares issued by the defendant company at the time of convening the meeting (in the case of transfer of shares before the issuance of share certificates, but it is still null and void in relation to the company in accordance with Article 355 (2) of the Commercial Act, and it is actually found that there is a defect in not sending the convocation notice to the plaintiffs who have left the location of the shareholders of the defendant company, the resolution of each of the above provisional general meeting of shareholders cannot be deemed to legally exist.

Article 355 of the Commercial Act

Plaintiff 1 and four others

Red Transportation Corporation

Sung-dong Branch of Seoul District Court (76Gahap168)

The appeal is dismissed.

The costs of appeal are assessed against the plaintiffs.

The plaintiffs confirm that there are no resolutions as stated in Paragraph (1) of the attached Table at the temporary shareholders' meeting held by the defendant company on June 3, 1975, the resolutions as stated in Paragraph (2) of the same attached Table at the temporary shareholders' meeting held by the defendant company on June 20, 1975, the resolutions as stated in Paragraph (3) of the same attached Table at the temporary shareholders' meeting held by the defendant company on August 14, 1975, the resolutions as stated in Paragraph (3) of the same attached Table at the temporary shareholders' meeting held by the defendant company on August 22, 1975,

The judgment that the lawsuit costs shall be borne by the defendant

1. The defendant company held a provisional shareholders' meeting on each date and time of the entries in the purport of the claim and made each resolution as stated in the purport of the claim, and the fact that the registration of such contents is listed in the company register is not a dispute between the parties.

2. The plaintiffs were established on June 21, 1971. 10, 100, 100 shares of 10,000 shares, 10,000 shares issued by the above 1,250 shares, and the defendant company held 1,250 shares among the above shares, and the defendant company held 1,250 shares on each of the above 1,250 shares, and it stated that the above 4-mentioned temporary shareholders' meeting minutes were falsely prepared as stated in the company registry as if the above 1,250 shares were not held, and the above 10-mentioned shareholders' 7 shares were not held at the above 9-6 shareholders' general shareholders' meeting. The defendant argued that the above 1-6 shareholders' 7 shares were not held at the above 9-6 shareholders' general shareholders' meeting, and that the above 1-6 shareholders' shares were not held at the above 10-6 shareholders' general shareholders' meeting. The defendant company's 1-6 shareholders' shares shares were not held at the above 1-6 shareholders' 1, 2, 1-2, 37 shareholders' shares shares.

According to Article 355 (2) of the Commercial Code, since the transfer of shares before the issuance of share certificates is effective against the company, the transfer of shares above is effective before the issuance of share certificates, and thus, the plaintiffs are now holding 1,250 shares of the defendant as the original shareholders. Therefore, even if the defendant must give notice of convocation to the plaintiffs who are shareholders in holding the shareholders' meeting, each shareholders' meeting as stated in the purport of the claim is defective.

However, according to the above evidence Nos. 1 and 14,16,17 of Gap evidence Nos. 2 without dispute over its establishment and testimony of non-party Nos. 14,16,17 (Minutes of Each Provisional General Meeting of Shareholders) and the witness of the court below, the defendant company issued 47,440 shares of the defendant company at the time of the above provisional general meeting of shareholders on April 8, 1974 and 47,40 shares issued 47,40 shares of each of the above provisional shareholders since the incorporation of the defendant company and the witness of the court below and the non-party No. 2 were issued each of the above provisional shareholders' meetings until the day of each of the above provisional shareholders' meetings, and there is no evidence to acknowledge that the remaining shareholders except the plaintiffs and the shareholders of the above new shares were not entitled to notice of convening each of the above provisional shareholders' meetings. Thus, there is no other evidence to prove that each of the above defendant company's provisional shareholders' meetings did not exist any defect in the total number of shares issued by each of the defendant company.

3. Therefore, the plaintiffs' claims in this case based on the premise that there is no resolution of each of the above provisional shareholders' meetings of the defendant company shall be dismissed without merit. Accordingly, the judgment of the court below with the same theory is just and the plaintiffs' appeals are without merit, and the costs of appeal shall be borne by the plaintiffs who have lost them. It is so decided as per Disposition.

[Attachment List omitted]

Judges Kim Jin-jin (Presiding Justice)