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(영문) 광주고등법원 2018.06.22 2016나16596
주주총회결의 부존재 등
Text

1. All appeals filed by the plaintiffs are dismissed.

2. The costs of appeal are assessed against the Plaintiffs.

The purport of the claim and appeal is the purport of the appeal.

Reasons

1. Facts of recognition;

A. At the time of establishment as of January 29, 2013, Defendant G was a stock company. The name of the Defendant was successively changed on June 16, 2014, and March 11, 2015. The purpose of the construction business is the company; the network A (hereinafter “the network”) and Plaintiff B, from the time of establishment to March 11, 2015, were the Defendant’s internal director; the Deceased, from the time of establishment to March 19, 2013 and June 16, 2014 to March 11, 2015, were the Defendant’s representative director.

B. The Deceased and Plaintiff B owned 50% of the Defendant’s shares of 30,500 shares (one share price of KRW 10,000), and transferred 12,200 shares in total, which are 40% of the shares issued, to H around March 19, 2013. H was in office as the Defendant’s representative director from March 19, 2013 to June 16, 2014, and was in office as the Defendant’s internal director from March 19, 2013 to June 19, 2014.

C. On March 11, 2015, H’s private village, as a shareholder holding 30,500 shares issued by the Defendant, and made a written resolution as follows (hereinafter “written resolution of this case’s shareholder”).

A case of partial modification of the articles of incorporation of the Bill No. 1, the company is called C.

Article 29 (Head Office and Branch Offices) Companies shall have one or more directors and one or more auditors.

The following persons shall be elected respectively as internal directors, auditors, and representative directors of the company for the case of changing the executives of the bill No. 2, and representative director A (the network), inside directors B, and auditors of the company for the case of changing the executives of the bill No. 2, and submit a resignation letter to the public so that they may resign in a gold day due to one's personal reasons, and submit a resignation letter.

In-house directors D, auditor E, representative director D

D. On March 12, 2015, according to the written resolution of the shareholders of the instant case, changes in the name and executive officers of the Defendant were registered, and D is serving as the Defendant’s internal director and the representative director from March 11, 2015 to March 11, 2015.

E. Of the Defendant’s articles of incorporation

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