주권발행과 주식양도

Abstract

It is stipulated in the Commercial Code Article 335 (Transferability of Shares) that (1) The transfer of shares may not be prohibited or restricted even provisions of the article of incorporation. (2) The transfer of shares made before the issue of the share certificate shall not take effect against the company. However, the same shall not apply in cases where such transfer has been made after a lapse of six months from the date of incorporation of the company or the date set for the payment on new shares. But in reality, as has been noted an important feature of the closely held corporation is an agreement permitting participants in the corporation reasonably to control who their partners will be. This form of agreement is ubiquitous in the world of small corporation. This article is designed historical to analyze the case of Korea supreme court, and to find the characteristic feature. In some case to compare with case of Japan Supreme Court is essential to confirm, understand the difference of the two law enactment system. Though 1984 revised enactment of Commercial Code had lessened the legal problem arising in the transfer of stocks, it had been remained problematic in the some respects. It is recommended to regulate the transfer of stocks, not by commercial Code, but by corporate article, which is stipulated in UCC section 8-204, 1-201.