The judgment below

The part against the Defendants is reversed, and that part of the case is remanded to the Seoul High Court.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. Where a person appointed as a director or auditor in the general meeting of members of a limited liability company takes office as a director or auditor by concluding a contract with the company, he/she may receive remuneration by the amount, time, method, and method determined in the articles of incorporation or general meeting of members pursuant to Articles 388 and 567 of

In light of this, even if directors and auditors appointed at a general meeting of partners comprehensively delegate their duties to other directors, etc. according to the explicit or implied agreement with the company and do not perform their substantial duties as directors or auditors, they are legally responsible as directors or auditors under Articles 399, 401, and 567 of the Commercial Act. Thus, the validity of a resolution of a general meeting of members that appoints directors and auditors or determined their remuneration is null and void, or the above passive performance of duties is contrary to the contents of duties scheduled in appointing directors and auditors at the general meeting of members, and there are no special circumstances such as breach of trust against the resolution of appointment and remuneration payment in violation of the above passive performance of duties, it is difficult to deny the qualification as directors and auditors or to deny the validity of a claim for remuneration determined by the resolution of the general meeting of members with only the above passive performance of duties.

2. The lower court comprehensively based on the adopted evidence (hereinafter referred to as “A”) established or acquired a special purpose corporation by means of lending the name of another person to a stockholder or officer in order to avoid the limitation of the Mutual Savings Banks Act, and directly performing real estate development projects with large amounts of loans to the special purpose corporation, and D Co., Ltd. (hereinafter referred to as “D”) was established or acquired for this purpose.