Whether the "A" can be deemed a legitimate representative of the company in case the non-party who acquired the entire shares from the original shareholders before the issuance of the company's share certificates held a general meeting of shareholders to appoint a director, and the board of directors appointed the "A" and completed the registration.

Since the purport of Article 335(2) of the Commercial Act and the precedents is that the transfer of shares before the issuance of share certificates in a stock company is null and void for the company, even if the non-party who was deemed to have acquired shares from the original shareholders before the issuance of share certificates before the issuance of the company’s share certificates appoints “A” as a director by holding a general meeting of shareholders, and the board of directors based thereon appoints “A” as a representative director and completes the registration, the “A” cannot be deemed a legitimate representative who can represent the company

Sam Industrial Co., Ltd., Counsel for the plaintiff-appellee

Park Young-hee et al., Counsel for the defendant-appellant

Seoul High Court Decision 74Na1738 delivered on March 26, 1975

The appeal is dismissed. The costs of appeal are assessed against the plaintiff.

We examine the grounds of appeal by the Plaintiff’s attorney.

In the case of a stock company, the transfer of shares prior to the issuance of share certificates is clearly defined in Article 335 (2) of the Commercial Act. In such cases, even if the transfer of shares is after a reasonable period of time for the company to issue share certificates, and even if shares are issued by the company after the approval of the company, the transfer of shares cannot be viewed as effective in relation to the company (see Supreme Court Decisions 64Da205 delivered on April 6, 1965 and 66Da2221 delivered on January 31, 1967).

Therefore, the judgment of the court below that, on the basis of the above-mentioned, it cannot be said that, even if the board of directors appointed the lower order as a representative director and completed the registration of the lower order, the above lower court did not constitute a legitimate representative who can represent the plaintiff company even if the lower order was a legitimate representative, that the lower court did not apply only to a large-scale public corporation that actually issues the share certificates, and that Article 335 (2) of the Commercial Act applies only to a small-scale closed company that is not actually issued the share certificates, such as the plaintiff company, and that it cannot be applied to a small-scale closed company that is not actually issued the share certificates, such as the plaintiff company, from a different view from its original theory and its precedents, it cannot be said that the lower court erred by misapprehending the interpretation of Article 335 (2) of the Commercial Act in its original judgment.

Therefore, this appeal is without merit, and it is dismissed, and the costs of appeal are assessed against the plaintiff who has lost. It is so decided as per Disposition by the assent of all participating judges.

Justices Shin Young-chul (Presiding Justice)