새로운 기업형태의 도입에 관한 상법개정안에 대한 소고
A Legal Study on the Commercial Code Revision Bill regarding Adoption of New Business Association Types
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【Abstract】 A Legal Study on the Commercial Code Revision Bill regarding Adoption of New Business Association Types Kim, Jae Moon On Oct. 4, 2006, the Ministry of Justice made a legislation announcement that it would adopt Limited Partnership's and Limited Liability Company's as new Korean business association types in its Commercial Act Revision Bill, and with minor changes, now the Revision Bill is pending in the National Assembly.. This article briefly mentions the historical and theoretical background of the adoption of these new business association types first and then analyzes the new Korean LP's and LLC's as prescribed in the Revision Bill. This Revision Bill has changed to adopt the U.S. LP's instead of LLP's, differently from what was mentioned initially, which I think is not a good choice. Probably it was too difficult for them to be free from the traditional thought that those who perform the association's business themselves should be individually liable and to adopt LLP's. I hesitate to say the bill as a well made choice to have removed the legal personality from the existing limited partnership company (Hapjahoesa) and adopt a LP as a partnership format in that in the near future the existing limited partnership company(Hapjahoesa) would be taxed only once like a partnership if the so-called, American partnership taxation system is introduced in Korea and then it will be little different from the existing limited partnership company (Hapjahoesa). And I am unsatisfied with the LLC legislation in that it still has adopted the traditional capital maintenance principle and that it applies to LLC's provisions on the general partnership company(Hapmyunghoesa), which are premised on the direct management by the partners themselves, as far as possible even in situations LLC's are managed indirectly by third party managers instead of members themselves.
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