주요 국가들의 유한책임회사 입법례에 대한 비교연구
A Comparative Study on Limited Liability Company Legislations under Selected Jurisdictions
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초록
The 2011 Revised Commercial Law of Korea, effective as of April 2012, introduced Yuhanchaekim-hoesa (hereinafter "K-LLC") as a new form of business organization. There had been continuing criticisms from the relevant industries and academia pointing out that the then existing forms of business entities were not suitable to be used for the small and mid sized enterprises. For instance, Jooshik-hoesa, the Korean version of stock company that is the most widely used form of business entities in Korea, assumes in principle large number of investors (or shareholders) and strict severance between the management body and the investors, which leaves little room for self-autonomy as well as flexibility and whereby shows shortcomings as a business form for the small size closed company. Legislations for the business entity similar to the K-LLC, which grants its members wide range of self-autonomy in terms of formulating the internal organs, proceeding with the management and operation, distributing the profits and losses, have been enacted in a number of countries with the advanced legal system. Some examples can be found with the LLC of the US, the J-LLC of Japan and GmbH of Germany. In fact, it is obvious that the K-LLC was modelled after the LLC of the US and the J-LLC of Japan. The business forms like K-LLC are more suitable for the small and mid sized enterprises, and thus the use of business entities organized in such forms or like needs to be encouraged in Korea. Legislations to promote the choice of such business forms also conform to the legislative move recently found in other advanced jurisdictions.
Abstract
The 2011 Revised Commercial Law of Korea, effective as of April 2012, introduced Yuhanchaekim-hoesa (hereinafter "K-LLC") as a new form of business organization. There had been continuing criticisms from the relevant industries and academia pointing out that the then existing forms of business entities were not suitable to be used for the small and mid sized enterprises. For instance, Jooshik-hoesa, the Korean version of stock company that is the most widely used form of business entities in Korea, assumes in principle large number of investors (or shareholders) and strict severance between the management body and the investors, which leaves little room for self-autonomy as well as flexibility and whereby shows shortcomings as a business form for the small size closed company. Legislations for the business entity similar to the K-LLC, which grants its members wide range of self-autonomy in terms of formulating the internal organs, proceeding with the management and operation, distributing the profits and losses, have been enacted in a number of countries with the advanced legal system. Some examples can be found with the LLC of the US, the J-LLC of Japan and GmbH of Germany. In fact, it is obvious that the K-LLC was modelled after the LLC of the US and the J-LLC of Japan. The business forms like K-LLC are more suitable for the small and mid sized enterprises, and thus the use of business entities organized in such forms or like needs to be encouraged in Korea. Legislations to promote the choice of such business forms also conform to the legislative move recently found in other advanced jurisdictions.
참고문헌 (41)
- 곽관훈, "일본의 상법개정 동향과 신회사법의 성립", 아시아법제연구, (5) (2006), 한국법제연구원
- 김동석, "미국 유한책임회사(LLC)의 특징과 설립", 상사법연구, 20(3) (2001), 한국상사법학회
- 김재문, "일본의 LLC 입법과 미국의 LLC 입법의 비교", 비교사법, 15(3), pp.437~466 (2008), 한국비교사법학회
- 김희철, "사모투자전문회사의 활성화를 위한 법적기반연구" (2007), 한국학술정보
- 김희철, "商法改正案의 合資組合制度 導入에 관한 稅法的 考察", 중앙법학, 8(4), pp.271~302 (2006), 중앙법학회
- 노혁준, "우리나라와 일본의 새로운 공동기업 형태의 비교 검토", BFL, (32) (2008), 서울대학교 금융법센터
- 박세화, "미국 유한책임회사의 특성에 관한 연구", 연세법학연구, 8(2) (2002), 연세법학회
- 박세화, "미국의 회사법인격부인론", 연세법학, 5(1) (1998), 연세법학회
- 송인방, "유한책임회사(LLC)에서의 법인격부인에 관한 고찰 － 미국 판례에 나타난 적용요건의 변화를 중심으로 －", 상사법연구, 26(4), pp.301~336 (2008), 한국상사법학회
- 심인숙, "美國 聯邦證券法上 證券(Security) 槪念", 중앙법학, 8(3), pp.307~346 (2006), 중앙법학회
- 심인숙, "「자본시장과 금융투자업에 관한 법률」상 ‘투자계약증권’ 개념에 대한 검토 - 미국 연방증권법상 ‘투자계약’(investment contract)과의 비교법적 검토 -", 비교사법, 15(1), pp.53~100 (2008), 한국비교사법학회
- 상법개정에 따른 세제개편방안(재정경제부 보고서), "안경봉", 한국경제연구학회, ~ (2008)
- 이정수, "미국 LLC, LLP제도의 도입과 세법상 대응", 조세법연구, 13(2), pp.114~166 (2007), 한국세법학회
- 장현진, "유한책임회사의 구조에 관한 비교법적 연구", 박사, 상사법, pp.2009
- 정대익, "독일 및 유럽연합(EU)의 회사법제연구-독일 유한회사법 개정(MoMiG)을 중심으로" (2010), 법제처
- 정찬형, "법인격부인론-대판 2001. 1. 19, 97다21604-", 고려법학, 37 (2001), 고려대학교 법학연구소
- 최병규, "독일 회사법 변천의 시사점과 한국회사법 개정방향", 기업법연구, 22(4), pp.185~214 (2008), 한국기업법학회
- 황학천, "2011년 개정상법상의 합자조합과 유한책임회사에 관한 연구", 박사, 법학과, pp.2012
- Bishop, Carter G., "Limited Liability Companies: Tax and Business Law" (2011), Thomson RIA
- Callison, J. William, "Federalism, Regulatory Competition, and the Limited Liability Movement: The Coyote Howled and the Herd Stampeded", Journal of Corporation Law, 26 (2001)
- Chrisman, Rodney D., "LLCs are the New King of the Hill: An Emprical Study of the Number of New LLCs, Corporations, and LPs Formed I the United States between 2004-2007 and How LLCs were Taxed for Tax Years 2002-2006", Fordham Journal of Corporate and Financial Law, 15 (2010)
- Deaton, David M., "Check-the-Box: An Opportunity for States to Take Another Look at Business Formation", Southern Methodist University Law Review, 52
- Hamill, Susan Pace, "The Limited Liability Company: A Catalyst Exposing the Corporate Integration Question", Michigan Law Review, 95 (1996)
- Hamill, Susan Pace, "The Origins Behind the Limited Liability Company", Ohio State Law Journal, 59 (1998)
- Hamilton, Robert W., "Professional Partnerships in the United States", Journal of Corporation Law, 26 (2001)
- Hamilton, Robert W., "Cases and Materials on Corporations including Partnerships and Limited Liability Companies, 10th Ed", pp.2007, Thomson
- Hobbs, Patrick E., "Entity Classification: The One Hundred-Year Debate", Catholic University Law Review, 44 (1995)
- Hoffman, William H., "West Federal Taxation - Corporations, Partnerships, Estate & Trusts, 2006 Ed" (2006), Thomson- West
- Keatinge, Robert R., "The Limited Liability Company: A Study of the Emerging Entity", Business Lawyer, 47 (1992)
- Ketema, Pomy, "Did the Federal Check-the-Box Regulations Open Up a State Tax Pandora's Box? A Reflection on State Conformity to the New Federal Classification Scheme of Single-Member LLCs", Minnesota Law Review, 82 (1998)
- Kleinberger, Daniel S., "Agency, Partnerships, and LLCs, 2nd Ed" (2002), Aspen Publishers
- Kleinberger, Daniel S., "The LLC as Recombinant Entity: Revisiting Fundamental Questions through the LLC Lens", Fordham Journal of Corporate and Financial Law, 14 (2009)
- Lenhardt, Ingrid Lynn, "The Corporate and Tax Advantages of a Limited Liability Company: A German Perspective", University of Cincinnati Law Review, 64 (1996)
- Miller, Carol J., "Limited Liability Companies before and after the January 1997 IRS Check-the-Box Regulations: Choice of Entity and Taxation Considerations", Northern Kentucky Law Review, 25 (1998)
- Rands, William J., "Passthrough Entities and Their Unprincipled Differences under Federal Tax Law", SMU Law Review, 49 (1995)
- Ribstein, Larry E., "The Important Role of Non-orgnization Law", Wake Forest Law Review, 40 (2005)
- 大杉謙一, "特集 新會社法を學ぶ 11 合同會社", 法學敎室, (304) (2006)
- 宍戶善一, "特集 會社法制の現代化に向けた課題と展望", ジュリスト, (1267) (2004)
- 井上能孝, "合同會社と有限責任事業組合における組合的規律と有限責任", 中村學園大學短期大學部硏究紀要, (39) (2007), 中村學園大學
- 葭田英人, "合同會社 意義 問題點", 神奈川法學, 39(2) (2007), 神奈川大學
- 江頭憲治郞, "株式會社法 第2版" (2008), 有斐閣