자본금을 위장납입 한 주식인수인의 지위

Corporation creditors who trusted the corporation's assets have difficulty in collecting bonds due to the lack of funds corresponding to the capital at the corporation established through the false payment of the stock price. In addition, capital increase is prevalent in the corporations suffering from financial difficulties, which is largely due to the court's judgment that it is effective as a payment for the false payment of the stock price. In a recent case (the Supreme Court's ruling on June 11, 2020 2017Da278385, 278392), disputes between shareholders were problematic at a company established through the false payment. In this case, disguised payment was made to avoid the regulation of the commercial law required for in-kind payment, but the commercial law regulations on investment in kind have been invalidated due to the precedent that disguised payment was considered a valid payment. In this case, the Defendant and other promoters agreed on the Defendant's labor investment, but since labor investment is not allowed when establishing a corporation, it is unreasonable to judge that the Defendant has shares of rights based on the agreement on labor investment. Since the agreement on labor investment cannot be included in the subscription of stocks contract, the Defendant's stock subscription contract is invalid. On the premise that the disguised payment is valid, the court recognized the Defendant's shareholder status of 2,000 shares, and even if he/she is recognized as a shareholder, the Defendant must fulfill his/her obligation to repay shares. Since the obligation to repay stocks cannot be considered to be fulfilled by the Defendant's labor service, a legal problem arises between the Defendant and promoters who fulfilled the obligation to repay stocks. According to the theory of invalidity on false payment, the problem can be resolved by an agreement made with the promoters.