株券不發行制度와 關聯된 會社法上 問題點에 관한 考察

Abstract

Under the Korean Commercial Code §355(1), korean companies are required to issue shares in the form of certificates representing them. The transfer of shares is conducted by combining disposition agreement and delivery of share certificates, which is effective as between the parties to agreement and against persons who are not parties to that disposition. But transferee who acquired share certificates would not be able to assert a claim against issuer company until a additional requirement, or registering transferee's name and address in the shareholder register, is met. Share certificates regime was originally designed to strengthen the transferability of shares by taking advantages of the logic of negotiable instrument. Despite this approach having a reasonable ground to make capital raising easier, there are in reality some types of companies that need not increased transferability of shares by share certificates. For these companies, issuing share certificates is spending money with no justifying economic needs. Against this background, it is preferable that companies have a right to select as to whether to issue shares in the form of certificates or in the dematerialsed form depending on their own circumstances. Though introducing wholly dematerialised shares system may be inconsistent with current corporation legal regime in several respects. This article aims at reviewing the problems in corporation law that share without certificate system may give rise to.