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(영문) 전주지방법원 2017.04.14 2016가합1877
사원총회결의취소 청구
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Facts of recognition;

A. The Defendant (i.e., “A” was a limited company, and the trade name was changed to “B” on December 3, 2014) is a company incorporated on July 29, 2014.

At the time, the Plaintiff owned 1,00 shares of equity, which are the defendant's directors and one member who is the defendant's director.

B. On December 3, 2014, the Plaintiff transferred to D 490 of its 1,000 shares owned by D, and D was appointed as the Defendant’s co-representative on the same day with the Plaintiff.

C. On September 21, 2015, the Plaintiff transferred 20 of the remainder of 510 shares that he/she owns to E, and E was appointed as a joint representative director with the Plaintiff on the same day.

On May 3, 2016, the defendant attended a general meeting of members by all three members, and held a resolution of this case to dismiss the plaintiff from the joint representative director with the consent of D and E except the plaintiff.

Except as otherwise provided for in Acts and subordinate statutes, a resolution at a general meeting of members shall be made at the attendance of members who have the majority of the voting rights of all members and the majority of the voting rights of members present.

Each member under Article 13 (Voting Rights) shall have one voting right per contribution unit.

E. Meanwhile, the main contents of the Defendant’s articles of incorporation are as follows.

【Ground for recognition】 The fact that there has been no dispute, entry of Gap Nos. 1, 2, 6, and 8 (including virtual numbers), the purport of the whole pleadings

2. The plaintiff asserts that the directors of a limited liability company should dismiss the number of more than 2/3 of the voting rights of the members present and the number of more than 1/3 of the total number of contribution units (Articles 567, 385, and 434 of the Commercial Act). The resolution of this case is composed of 510 shares of total contribution units out of 1,000 shares, and it is unlawful that the resolution of this case is made out of 510 shares of total contribution units,

On the other hand, the resolution of this case is made by the attendance of all the members and a majority of the voting rights of the members present, and meets the requirements of the resolution stipulated in Article 11 of the Articles of Incorporation.

The resolution of this case is made by the representative director.

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