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(영문) 전주지방법원 2016.08.17 2014가합8713
사원총회결의 부존재확인 등
Text

1. All of the plaintiff's claims are dismissed.

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

Reasons

Basic Facts

A. A. On February 14, 2012, a limited liability company E (hereinafter “Defendant Company”) was established as a company engaging in a construction waste interim disposal business, etc., and its trade name was changed to Defendant limited liability company B on February 13, 2015.

Part III (Convocation of General Meeting) Article 9 (Convocation of General Meeting) of General Meeting shall be convened by the representative director, and notify each member of the meeting, such as the purpose of the meeting, shall be dispatched five days before the date set for such meeting

Except as otherwise provided for in Acts and subordinate statutes, a resolution of a general meeting of members shall be made by a majority of the voting rights of all the members present and by a majority of the voting rights of the members present.

Article 12 (Voting Rights) Members shall have one voting right per contribution unit.

B. The main contents of the articles of incorporation of the defendant company are as follows.

C. On February 14, 2013, Defendant Company held a general meeting of members (hereinafter “instant general meeting of members”). At the time of the instant general meeting, the notice of convening a general meeting was not sent to the Plaintiff, who was an employee, and the Plaintiff did not attend the instant general meeting.

The written consent of all the members (No. 17-3) drawn up as to the instant general meeting (Evidence 17-3) shall include (i) the resignation of the Plaintiff and F, and (ii) the appointment of D and C as a director, (iii) the appointment of C as a representative director after the resignation of the representative director by the F, (iv) the fact that the Plaintiff of the employee transferred all of 4,000 equity shares to C, and approved the transfer of all of 1,00 equity shares to D, and (v) the modification of Article 6 of the articles of incorporation in accordance with the foregoing change of the employee, and the seal of F and the Plaintiff is affixed to the said written consent.

E. On February 20, 2013, the Defendant Company filed an application for registration of change of a limited liability company with the purport that the representative director F, the Plaintiff, and F resigns and the representative director C, directors C, and D assumed office, accompanied by the written consent from all the members, and completed registration such as the above details of the application.

F. From February 13, 2015, the Defendant Company was established.

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