General Cases

General Cases

Registering the Change of the Company’s Director Based upon Incorrect Facts (A.921/2561)


The Plaintiff signed a request of the registration of the change of an authorized director of P Company without consent because he did not know the detail of the document. The Defendant No.1 failed to remove his name from the registration of P Company as the Plaintiff requested. The Plaintiff then appealed against the decision of the Defendant No.1 to the Defendant No.2 but he affirmed the decision; thus, he filed a case with the Administrative Court of First Instance. The Supreme Administrative Court held that there was no clear and sufficient evidence showing that an extraordinary general meeting was held. Although the signature of the Plaintiff written on the request was legally binding, the meeting was not held; so it was impossible that a resolution to change an authorized director of P Company was approved. The fact which was a requirement of the legality of the registration did not occur so the registration of the change of an authorized director was invalid. The Supreme Administrative Court affirmed the judgment of the Administrative Court of First Instance to revoke the orders of the Defendant No.1 and Defendant No.2 and cancel the registration of changing the company’s director.