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(영문) 수원지방법원 2015.09.18 2015가합63001
회사에 관한 소송
Text

1. There is no resolution set forth in the attached Table at the temporary shareholders’ meeting held by the Defendant on February 10, 2014.

Reasons

1. Basic facts

A. On January 24, 200, the Defendant held 10,000 shares issued as a company established on January 24, 200 for accommodation business (former trade name: C Co., Ltd.) and held 6,00 shares, and 4,00 shares, E respectively.

B. On March 7, 2013, the Plaintiff entered into a corporate transfer and takeover agreement with D, which provides that the Defendant’s representative director shall acquire 6,000 shares of the Defendant and 4,000 shares of the Defendant owned by E in KRW 700 million (hereinafter “instant corporate transfer and takeover agreement”), and completed the transfer of ownership in the name of the Plaintiff as to 6,00 shares of D around November 6, 2013.

C. On the other hand, the minutes of the provisional shareholders' meeting prepared on February 10, 2014 in the name of representative director D and company directors F as stated in the separate sheet concerning the case of "loans resulting from the liquidation of debts of real estate" were prepared without holding a provisional shareholders' meeting without the convocation procedure for shareholders.

[Ground of recognition] A without dispute, entry of Gap evidence 1 to 6 (including each number), the purport of the whole pleadings

2. In a case where there is a serious defect in the minutes of a general meeting of shareholders, such as preparing a false minutes of a general meeting of shareholders without undergoing the actual convocation procedure and the meeting procedure, a resolution of the general meeting of shareholders shall be deemed nonexistent.

(See Supreme Court Decision 91Da5365 Decided September 22, 1992, 93Da36097, 36103 Decided March 25, 1994, and 2003Da9636 Decided August 16, 2004, etc.). According to the above facts of recognition, the resolution of the general meeting of shareholders on February 10, 2014 by the defendant was not deemed to exist, and there is a serious defect in the convocation procedure or method of resolution so far as it cannot be deemed that the resolution of the general meeting of shareholders was made on February 10, 2014.

Therefore, there is no resolution made at the above general meeting of shareholders, and the plaintiff who is the defendant's shareholder is also entitled to seek confirmation of absence.

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