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(영문) 인천지방법원 2016.06.03 2015가합53182
주주총회 결의 부존재 확인
Text

1. A resolution by the Defendant on January 29, 2015 that appoints D as a director and a representative director at a special general meeting of shareholders on January 29, 2015 and February 5, 2015.

Reasons

1. Basic facts

A. Defendant (Co., Ltd., prior to the change on August 10, 2009) is a corporation established with the purpose of wholesale and retail business of telecommunications equipment, film retail business, theater rental business, etc.

B. International and J owned 5,00 shares of the Defendant Company’s total issued 10,000 shares. Since then K acquired 5,00 shares from L in 208 and 3,000 shares from J in 209, and 8,000 shares owned by K were transferred to M 3,00 shares, 3,000 shares to the Plaintiff, and 2,000 shares to N in 200 shares.

On March 13, 2014, O acquired 3,000 shares of M, and 1,500 shares of O on March 15, 2014, Plaintiff A, the remainder 1,500 shares, which were acquired by Plaintiff B.

The defendant company's list of shareholders on March 20, 2014 stated that the plaintiff A owns 4,500 shares, the plaintiff B's 3,500 shares, and the N 2,00 shares.

C. At the Defendant’s temporary general meeting of shareholders held on March 20, 2014, Plaintiff A was elected as internal directors and Plaintiff B as auditor respectively, and as of the same day, the registration was completed that the Plaintiffs were appointed as internal directors and auditors.

The minutes of the Defendant’s temporary general meeting of shareholders (hereinafter “the first general meeting of shareholders”) dated January 29, 2015 are to increase one internal director under the progress of D while two of the total number of shareholders (D and G) are present, and the resolution of appointing D as the representative director is stated that the resolution of appointing D as the representative director was made by making it a secret vote, and is called “the second general meeting of shareholders (hereinafter “the second general meeting of shareholders”) below the second general meeting of shareholders as of February 5, 2015.

) The minutes include two of the total number of shareholders (D, G, and the resolution to dismiss inside directors and auditors B under the progress of D, the representative director, are made only by all shareholders, and the resolution to appoint E and F to each internal director and G to each auditor is made by means of a secret vote.

E. The minutes of the first general meeting of shareholders and the minutes of the second general meeting of shareholders shall be based on the documents, etc., and D as of January 29, 2015.

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