상법개정안의 합자조합 규정의 문제점 및 개정방향에 관한 소고
Rethinking Current Bill on the Korean Commercial Code Revision
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This article argues that current bill on the Korean Commercial Code revision should be revised to recognize the limited partnership as a legal entity. For the purpose, the author introduces the entity-aggregate dichotomy, reviews the revision history of Uniform Partnership Act and Uniform Limited Partnership Act, and notes the legal developments that seemed to signal the end of the recognition Limited Partnership as an aggregation. In the first half of the Article, the author insists the need to review the current bill on the Korean Commercial Code revision, especially as a legal vehicle for Private Equity Fund. In the last half, this article demonstrates the United States' UPA and ULPA have revised more close to the Limited Partnership as a legal entity. The author, however, does not insist to draw a bright line between aggregation and legal entity. Rather, the author thinks that mixing both characteristics would be better. Especially for internal system, aggregation or freedom of contract, for outer, protection of creditors. Also, the author explains the unincorporated business organization does not necessarily mean aggregation, or non-legal entity. The draft also based on current prevailing misunderstood that the United States' Limited Partnership is unincorporated business organization, therefore it is not legal entity. The author tries to fix the mis-concept.
Abstract
This article argues that current bill on the Korean Commercial Code revision should be revised to recognize the limited partnership as a legal entity. For the purpose, the author introduces the entity-aggregate dichotomy, reviews the revision history of Uniform Partnership Act and Uniform Limited Partnership Act, and notes the legal developments that seemed to signal the end of the recognition Limited Partnership as an aggregation. In the first half of the Article, the author insists the need to review the current bill on the Korean Commercial Code revision, especially as a legal vehicle for Private Equity Fund. In the last half, this article demonstrates the United States' UPA and ULPA have revised more close to the Limited Partnership as a legal entity. The author, however, does not insist to draw a bright line between aggregation and legal entity. Rather, the author thinks that mixing both characteristics would be better. Especially for internal system, aggregation or freedom of contract, for outer, protection of creditors. Also, the author explains the unincorporated business organization does not necessarily mean aggregation, or non-legal entity. The draft also based on current prevailing misunderstood that the United States' Limited Partnership is unincorporated business organization, therefore it is not legal entity. The author tries to fix the mis-concept.
참고문헌 (23)
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