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(영문) 서울고등법원 2018.12.21 2018나2017684
주주총회결의부존재확인
Text

1. Revocation of the first instance judgment.

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

Reasons

1. Facts of recognition;

A. The Defendant’s position 1) was established around September 25, 2009 as a company engaged in the clothing manufacturing business and wholesale retail business. As of July 1, 2013, the Defendant’s shareholder held 5,000 shares (10,000 shares per share) among 10,000 shares issued. The Defendant’s capital was KRW 100 million (20 million thereafter).

(2) On September 25, 2009, the Plaintiff was appointed as the only internal director of the Defendant and was represented by the Defendant. Since then on September 25, 2012, the term of office expired, but the Plaintiff continued to maintain the status of the internal director until there is a resolution of the general meeting of shareholders as of July 1, 2013, appointed by himself and C as the Defendant’s internal director and the representative director.

(2) On July 1, 2013, around July 1, 2013, the minutes of the extraordinary general meeting of shareholders (hereinafter “the minutes of the instant general meeting of shareholders”) consisting of the following: (a) the Plaintiff mainly took charge of the Defendant’s external business; and (b) the Defendant’s practice took charge of the Defendant’s occupational affairs; (c) the Defendant’s temporary general meeting of shareholders (hereinafter “the minutes of the instant general meeting of shareholders”) was prepared: (a) around July 1, 2013, the Defendant re-appointed the Plaintiff as the internal director; (b) the Plaintiff was appointed as the internal director; and (c) the Plaintiff and C were newly appointed as the internal director; and (d) the minutes of the extraordinary general meeting of shareholders (hereinafter “the minutes of the instant general meeting of shareholders”).

2) The minutes of the general meeting of shareholders of this case indicate that the Plaintiff, all shareholders of this case, and D, at the time, adopted the resolution of this case, and the Plaintiff’s individual seal is affixed on the side of the Defendant’s corporate seal, “in-house director A,” and “in-house director A,” which is the Defendant’s trade name, on the side of the Defendant’s corporate seal, and the Plaintiff’s individual seal affixed to the above corporate seal and the foregoing minutes as an individual seal. C. A. A. A. A. a certified judicial scrivener who vicariously performed the affairs of authentication of the minutes of the general meeting of this case and registration of the Defendant’s officer’s change

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