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1. The plaintiff's main claim is dismissed.
2. The defendant is dissolved at a general meeting of shareholders on October 20, 2015.
Reasons
1. Facts of recognition;
A. The Defendant is a company with the purpose of manufacturing and selling sports and leisure instruments, and the Plaintiff is a shareholder who owns 14,000 shares out of 252,00 shares issued by the Defendant (5% of the total number of shares issued).
B. On October 20, 2015, the Defendant, without giving notice of convening a meeting to some shareholders, including the Plaintiff, held a general meeting of shareholders on October 20, 2015 when shareholders F (112,00), G (28,000), H (14,000), C (10,500 shares), I (3,50 shares), and I (3,500 shares), and dissolved the Defendant as a full-time director, and made a resolution to appoint C, D, and E as a liquidator.
On the same day, a resolution to appoint C as a representative liquidator was made at the liquidators' meeting held during the attendance of C, D, and E.
(hereinafter referred to as “each of the instant resolutions” by aggregating all of the above resolutions.
On October 22, 2015, the defendant completed the registration of dissolution, appointment of liquidator, etc. according to the resolution of this case.
[Ground of recognition] Unsatisfy, entry of Gap evidence 1 to 3 (including branch numbers for those with a satisfy number), the purport of the whole pleadings
2. The Plaintiff’s assertion on October 20, 2015 that the general meeting of shareholders held on October 20, 2015 was not held, and the Plaintiff did not give notice to the Plaintiff, etc., thus, each of the instant resolutions cannot be deemed to exist due to a significant defect.
Therefore, the plaintiff primarily seeks confirmation of the absence of each of the above resolutions, and seeks revocation of each of the above resolutions.
3. According to the above facts of recognition, the general meeting of shareholders held on October 20, 2015 by the defendant, including the plaintiff, was held in a state where they were not present, and there is a defect in the convocation procedure.
However, as long as five shareholders, such as F, present at the above general meeting of shareholders, did not give notice to the plaintiff et al. as long as the total shares exceed 66%, there is no resolution of this case.
Supreme Court Decision 93Da8719 delivered on December 28, 1993.