개정상법상의 합자조합에 관한 연구 -합자조합의 법적 실체성 및 조합원의 지위에 관하여-

Abstract

Korean Revised Commercial Law (hereinafter, the law) enacting on April, 15th this year has introduced a series of default rules about a limited partnership as an unincorporated association. The law also stipulates that these default rules apply many provisions of existing business entities authorized as legal persons to above limited partnership. Although the law has tried much more detailed legislation than partnerships under Korean Civil Law and anonymous association under Commercial Law, it has some important weak points. First of all, the law seems to see its limited partnership as a contract relationship like the typical partnership under Civil Law. However, Korean limited partnership cannot and should not be treated as a mere contract relationship especially as the law borrows many articles about business entities which are legal persons. Therefore, Korean limited partnership shall be enabled to have the attributes of a legal entity so as to fulfill the economical needs. In the second place, the law allows the limited partners of limited partnership to become simultaneously the managing partners according to the partnership contract. Now under the law, in spite of making limited partners and managing partners blur, the law still adheres to separating both partners instead of distinguishing managing partners and non-managing partners, raising confusion about the real intention of the lawmakers. To enable the law to serve its original purpose, all the provisions which are either inadequate or contradictory should be reviewed and corrected afterwards.