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(영문) 전주지방법원 2015.07.17 2013가합8617
주주총회결의무효확인 등
Text

1. The part concerning the claim for cancellation of the registration of dismissal among the lawsuits in this case shall be dismissed.

2. The plaintiff's remaining claims are dismissed.

3...

Reasons

1. Basic facts

A. The status of the parties is a company aimed at operating a youth training facility ( youth training facility). D held 1,750 shares out of the total 5,000 shares issued by the Defendant under its own name, and 800 shares under the name of E, a female student, 2,450 shares under the name of F, a sales system.

B. D, on April 16, 2010, was appointed as the representative director of the Defendant and resigned on November 8, 2010, and G was appointed as the Defendant’s representative director on the same day. 2) G resigned on October 10, 2013. On the same day, the Plaintiff and H resolved to appoint the Plaintiff as the Defendant’s representative director and in-house director as the Defendant’s in-house director by a resolution in lieu of a resolution of the general meeting of shareholders on the premise that the Plaintiff and H were the Defendant’s shareholders. Accordingly, the registration was completed when the Plaintiff was appointed as the representative director and in-house director, and H was registered as an in-house director.

3) On November 21, 2013, upon the premise that C is a sole shareholder of the Defendant, a written resolution in lieu of the resolution of the general meeting of shareholders was passed in place of the resolution by the general meeting of shareholders, in order to dismiss the Plaintiff and H from the office of representative director and inside director, and appoint C as an inside director. Accordingly, the registration of the removal of the Plaintiff and H from the office of representative director and inside director and the office of inside director was completed. The contents relating to the instant case in the Defendant’s Articles of Incorporation (Enactment of August 4, 2006) are as follows. The convocation of the general meeting of Article 23 (Convocation Notice) shall be convened by the representative director by the resolution of the board of directors, except as otherwise provided in the statutes. The date, place, and purpose of the meeting shall be dispatched in writing to each shareholder two weeks before the date of the general meeting. However, this period may be shortened or omitted with the consent of all shareholders before the general meeting.

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