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(영문) 서울북부지방법원 2020.12.24 2019가합27929
이사 지위 부존재 및 주주권 등 확인
Text

1. It is confirmed that between the Plaintiff and Defendant B, Defendant D is not a director of Defendant B.

2...

Reasons

1. Determination as to the claim against Defendant B Co., Ltd. (hereinafter “Defendant Company”).

A. As to the plaintiff's assertion that the facts of recognition are as follows, the defendant company is making a confession.

1) On September 18, 2018, in order to establish a company which had completed registration of a construction business and a housing construction business through a consulting company on the establishment of a corporation, the Plaintiff took the form of acquiring stocks and management rights from E, the representative director of the Defendant company, which the said consulting company established. 2) The Plaintiff, who acquired all shares and management rights of the Defendant company with a total amount of KRW 50,500 million, requested the Defendant D, which is the motive for the Marine Corps and the place of the Marine Corps, to register the Defendant D as a nominal representative director according to the advice of the tax accountant. Accordingly, the Defendant D as a director and the representative director of the Defendant company, and the Plaintiff as an internal director, completed the registration.

Furthermore, the Plaintiff transferred 25,250 shares issued by the Defendant Company under the name of the Plaintiff, and transferred 25,250 shares, the remaining 50% of the shares issued by the Defendant Company, in Defendant D’s name, to Defendant D, thereby under title trust.

Accordingly, the register of shareholders prepared by the Defendant Company around September 19, 2018 is listed as the Plaintiff’s ownership of 25,250 shares and the remainder of 25,250 shares (hereinafter “instant shares”) among the total outstanding shares of 50,50 shares.

3) After that, the Plaintiff, as the real owner, has been operating the Defendant Company with the consent of Defendant D while keeping the corporate seal, corporate card, etc. of the Defendant Company. Defendant D had resided in Busan and continued to operate the F Company as its representative director. However, there was a dispute between the Plaintiff and Defendant D related to the change, etc. of the representative director of the Defendant Company. Defendant D was due to the Plaintiff’s dual appointment of the expenses, office price, office price, and representative director in relation to the Defendant Company on August 2019.

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