Effect of transfer of shares before issuance of share certificates

Even if share certificates were not issued, if six months have elapsed after the company's establishment, the transfer of shares may be asserted against the company, and the transfer of shares prior to the issuance of share certificates shall be established solely by the declaration of intention between the parties in accordance with the general principles of the transfer of designated shares. Thus, the transfer of shares cannot be deemed as invalid on the ground that the transfer of shares was not taken in the

Article 335 (2) of the Commercial Act

[Defendant-Appellee] Plaintiff 1 et al., Counsel for defendant-appellee

The director of the Seoul Special Metropolitan City Gwanak Tax Office

Seoul High Court Decision 86Gu719 delivered on April 14, 1987

The appeal is dismissed.

The costs of appeal are assessed against the plaintiff.

1. We examine the ground of appeal No. 1 by the Plaintiff’s attorney.

According to the facts duly established by the court below, the plaintiff accepted the non-party 2, non-party 3, and non-party 4, and then registered the above non-party 2 in the shareholders' list of the company as shares 18,000 shares, the non-party 3 as shares 6,00 shares, and the above non-party 4 as shares 12,00 shares, respectively, after which the non-party 1 took over the non-party 2, the non-party 3, and the non-party 4 as shares 12,00 shares. Thus, the court below affirmed the judgment below which held

The issue is that the transfer of rights under Article 32-2 (1) of the Inheritance Tax Act is made after the preceding transfer of rights to shares by the method of transfer of registered shares under the Commercial Act. Therefore, inasmuch as the Plaintiff unilaterally expresses the above Nonparty as a shareholder of the non-party 1, who did not follow the procedure of transfer of shares, the transfer of rights or transfer of shares cannot be deemed to have been made, the transfer of rights is not subject to Article 32-2 (1) of the Inheritance Tax Act.

However, as long as the above Nonparty is registered as a current shareholder in the register of shareholders, there is no co-ownership in the name of the above legal entity, and even if shares were not issued as a theory of lawsuit, even if six months have passed since its establishment, the transfer of shares prior to the issuance of share certificates can be asserted in the effect of the transfer of shares against the company, and the transfer of shares prior to the issuance of share certificates is established only by the declaration of intention between the parties in accordance with the general principles of the transfer of designated shares. Thus, the transfer of shares prior to the issuance of share certificates cannot be said to have no

2. We examine both the grounds of appeal Nos. 2 and 3.

Examining the evidence admitted by the court below in light of the records, the plaintiff entered the same persons in the register of shareholders of the non-party company as shareholders of the non-party company with the consent of the non-party 2, non-party 3, and non-party 4, and the defendant designated the plaintiff as joint taxpayers of the non-party company's share of the non-party company's share of the non-party company's share of the non-party company's share of the non-party company's share of the non-party's share of the non-party company's share of the non-party'

3. Although the Plaintiff’s attorney’s disposition of this case was unlawful disposition due to an error in the determination of the amount of gift tax base against the above Nonparty, the lower court asserted that the Plaintiff’s additional appellate brief did not exhaust all necessary deliberations as to the legitimacy of the determination of the remaining amount of gift tax base by misapprehending the legal principles on the assessment of the value of donated property, thereby undermining the reasoning and the illegality of the omission of judgment. However, the foregoing additional appellate brief was submitted at the expiration of the period for submission of the appellate brief, as well as at the time of the closing of argument at the lower court

4. Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Noh Jeong-seok et al. (Presiding Justice) who was unable to sign and seal by overseas business trip