무액면주식의 도입 관련 회사법상 쟁점 연구

Abstract

This paper aims to study some legal issues under no-par stock system adopted in revised Commercial Act enacted on April 15th 2012 (hereinafter,new Commercial Act). The old Commercial Act allowed issuance of only par-value stock probably because it had trusted that the par value or face value in par-value stock system had played useful roles in enhancing both equity among shareholders and protection of the creditors of the corporation which issued such par-value stocks. However, in reality the par-value stocks haven’t functioned efficiently as expected. Therefore, new Korean Commercial Act has adopted no-par stock system and allows corporations to choose between these two stock systems. The adoption of no-par stock system by new Commercial Act raises legal issues in determining issue price, capital and capital reserves, reduction of statutory reserves, and acquisition of repurchased stock. In addition, under newly introduced no-par stock system, a few problems still remains unsolved which arise from gap between a corporation’s settlement term and its resolutions of dividend, stock split and reverse stock split, stock dividend,and stock option. Furthermore, under the no-par stock system, a stock of a corporation just means a proportionate rate of such a corporation. As a result, the total amount of issued prices of stocks gets more isolated from the independent concept of capital. Today, insistence on capital system has been losing its ground in that today so various methods are devised which function for asset transfer from a corporation to its shareholders. Some legal systems in USA have already begun experiments in which various methods for transfer of wealth from corporation to its shareholders are dealt uniformly. In light of nominal functions of capital, this paper suggests conversion of paradigm about capital system in Korean new Commercial Act. This paper suggests that Korean Commercial Act needs to provide an uniform standard in which dividend, acquisition of repurchased stock and redemption of redeemable share are handled based on the same standard in prohibiting the excessive transfer of wealth to shareholders.