유한책임회사의 채권자보호에 관한 문제 － 미국의 연방유한책임회사법과의 비교고찰을 중심으로 －
The Problems on the Creditor Protection of Limited Liability Company － Focused on the Comparative Research with Uniform Limited Liability Company Act －
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Korea introduced the limited liability company in the United States by the 2011 amendment to the Commercial Act which accepted the limited liability and legal personality despite of partnership character of it. Because the limited liability system affects to stakeholders like company creditors in interesting relationships, it is necessary to analyze whether these legal norm is proper or not, especially with respect to creditor protection system. The basic principles of corporate law would include the goal of creditor protection as well as the maintenance and development of company. The basic legal system for the protection of company creditor depends on the nature of the company. Instead partnership has a free establishment system and a personal responsibility principles, corporation has a legal strict establishment system and a capital system. Despite the limited liability company introduced by the amendment of corporate act is treated as a corporation, it has the deregulation condition in the legal capital and the establishment of the company comparing with the existing corporation. This increases the likelihood of the insolvency of the limited liability company and shifts the risk of loss due to the business operations to the corporate creditor from other stakeholders. The United States as the home country of limited liability company shows the changes in legislation and the diversity of case law regarding a creditor protection system. And because it also has the other way in the capital system of the company act, gives us a deep interesting in a comparative law perspective. Therefore, through the comparative study with United States law, this paper tries to point out deficiencies of korean law that has the problems of creditor protection.
Abstract
Korea introduced the limited liability company in the United States by the 2011 amendment to the Commercial Act which accepted the limited liability and legal personality despite of partnership character of it. Because the limited liability system affects to stakeholders like company creditors in interesting relationships, it is necessary to analyze whether these legal norm is proper or not, especially with respect to creditor protection system. The basic principles of corporate law would include the goal of creditor protection as well as the maintenance and development of company. The basic legal system for the protection of company creditor depends on the nature of the company. Instead partnership has a free establishment system and a personal responsibility principles, corporation has a legal strict establishment system and a capital system. Despite the limited liability company introduced by the amendment of corporate act is treated as a corporation, it has the deregulation condition in the legal capital and the establishment of the company comparing with the existing corporation. This increases the likelihood of the insolvency of the limited liability company and shifts the risk of loss due to the business operations to the corporate creditor from other stakeholders. The United States as the home country of limited liability company shows the changes in legislation and the diversity of case law regarding a creditor protection system. And because it also has the other way in the capital system of the company act, gives us a deep interesting in a comparative law perspective. Therefore, through the comparative study with United States law, this paper tries to point out deficiencies of korean law that has the problems of creditor protection.
참고문헌 (30)
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