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(영문) 청주지방법원충주지원 2014.10.16 2013가합1624
유한회사 사원총회결의 무효확인
Text

1. The Defendant’s general meeting of partners on July 4, 2013 each of its directors, directors, H, as auditors, and G, as the representative director.

Reasons

1. Basic facts

A. On August 13, 2012, the Plaintiff, along with I and I wife C, established the Defendant on August 13, 2012. Of the Defendant’s total 10,000 shares of investment, the Plaintiff and I owned 3,00 shares of investment and 4,00 shares of C, respectively.

B. On September 10, 2012, the Plaintiff acquired all the Defendant’s equity shares of 7,000 shares that he/she owned from I and C, and became a 100% equity right holder of the Defendant, and was appointed as the Defendant’s representative director on the same day.

C. Even after the Plaintiff became the representative director of the Defendant, I was in charge of the Defendant’s practical operation, and the Defendant’s corporate seal was also managed by I.D.

On May 6, 2013, the Plaintiff issued 10 copies of a certificate of personal seal impression and 10 copies of a certificate of personal seal impression to I. On May 6, 2013, the Plaintiff entered into a contract with the J Co., Ltd. (hereinafter “J”) to transfer 4,500 of the above number of equity shares out of the number of equity shares held by the Defendant, and 1,500 of the above number of equity shares to G on the same day (hereinafter “each transfer contract of this case”).

E. On July 4, 2013, C, G, and J drafted a written consent of all the members of the Defendant to the effect that “C, D, E, F, and G, each of the Defendant’s directors, and H, were appointed as the Defendant’s representative director, as the Defendant’s auditor,” and registration was completed with the same content as the following.

[Ground of recognition] A without dispute, Gap evidence Nos. 1 through 3, Eul evidence Nos. 1 through 5, 7 (including each number), witness I's testimony, and the purport of the whole pleadings

2. The assertion and judgment

A. (1) The summary of the Plaintiff’s assertion (1) was that the Plaintiff issued to I a certificate of personal seal impression and a certificate of personal seal impression upon the I’s request, as the construction cost of K and L-based buildings (hereinafter “instant building”) is insufficient to cover the construction cost due to the lack of construction cost from the I’s own wife C around May 2013, and the Plaintiff issued 10 copies of a certificate of personal seal impression and a certificate of personal seal impression to I. The Plaintiff entered into the instant transfer contract.

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