Transfer of shares before issuance of share certificates and legal principles of good faith

Even though there is a responsibility after the establishment of a company, even if it is sufficient and reasonable to issue share certificates, and even if a person who neglected his/her duty to do so, asserts that the transfer of shares before the issuance of share certificates does not have effect on the company, it cannot be said that it

Article 335 (2) of the Commercial Act

Supreme Court Decision 66Da2221 Decided January 31, 1967

Plaintiff 1 and two plaintiffs, Counsel for the defendant-appellant

Seoul High Court Decision 200Na1480 decided May 1, 200

Seoul High Court Decision 76Na2641 delivered on May 27, 197

The judgment below is reversed, and the case is remanded to Seoul High Court.

The plaintiffs' grounds of appeal No. 4 are first examined.

As determined by the court below, even if the defendant company was a real single company and only 20,500 shares were owned by the plaintiff 19,00 shares, and it was evaluated as 20,50,000 won and transferred the shares to the non-party as a substitute payment for the debt of 33,00,000 won to the non-party, it is obvious that the transfer of shares was made before the issuance of share certificates, so the transfer of shares is not effective against the company pursuant to Article 335 (2) of the Commercial Act. The plaintiff is liable to issue share certificates and deliver them to the original shareholders so that the shares can be effective in relation to the company, even though the plaintiffs were responsible for the issuance of share certificates after the establishment of the company, it cannot be viewed that the transfer of shares becomes effective in relation to the company, and it is not against the principle of trust and good faith by the plaintiffs against the above defendant company.

However, the court below decided that the transfer date of shares was legitimate by the plaintiff 2, who was the 11.29 shareholders' meeting of November 29 of the same year without clearly disclosing the transfer date, and rejected all the plaintiffs' claims claiming the non-existence of the shareholders' meeting after September 5, 1972 cannot be permitted under the principle of good faith. Thus, the court below erred in the misapprehension of the legal principles as to the non-existence of the reasons or the transfer of shares before the issuance of share certificates, and the transfer of shares before the issuance of share certificates, which affected the conclusion of the judgment. Thus, the judgment of the court below cannot be maintained in this point.

Therefore, without further proceeding to decide on the plaintiffs' other grounds of appeal, and the judgment of the court below is reversed. It is so decided as per Disposition by the assent of all participating judges.

Justices Yu Tae-hun (Presiding Justice)