전자등록제도 하에서의 사채관리에 관한 검토

Abstract

The Amended Korean Commercial Code(2011) has introduced the electronic registration system of stocks and corporate bonds by accepting the trend of dematerialization or electronization of securities. Corporate bonds are commonly issuing the type of bearer bonds as most of the rules for corporate bonds require the issuance of certificate in the current Korean Commercial Code. Therefore, the electronic registration system for corporate bonds differs from that of stocks in details. Also the legislative supplementation should be required prior to the implementation of the electronic registration. Firstly, it should be stipulated that the issuance of certificates is forbidden in order to clarify the paperless system. And it is necessary that the electronic bonds should be considered as a completely new type, because there is no difference between bearer bonds and registered bonds due to the nature of electronic registrations. Secondly, it is possible that the electronic bonds could be treated as registered bonds according to the essence. In this case, the issuing company should fill in bondholder’s book in line with the notice of the electronic registration institution, and the procedure of transfer could be exempted. Thirdly, if the type of bearer bonds is kept up, it is mandatory to make a certificate of electronic registration to deposit or to present to the issuing company in order to exercise the bond's right. Regards to this, when an issuing company adopts the electronic voting system, it should prepare for the procedure that bondholders apply for the issuance of certificates in advance. On the one hand, it is desirable to construct a single legal system for the electronic registration regime because it affects all securities under the Financial Investment Services and Capital Markets Act as well as the Commercial Code.