주식회사 법정준비금제도의 재검토

Abstract

The legal reserve can be classified into the earned surplus reserve and the capital surplus reserve in terms of the origins of the resources. The current capital system had been constructed in order to protect the debtors of the corporation. It is also evaluated as the balance mechanism between the interests of the debtors and the shareholder of the corporation. However, with the development of disclosure system in securities market and the lien system in loan market, the capital system no longer plays its traditional role of protecting the debtors. The debtors of the corporations tend to rely on the mechanism of modern financial techniques and relevant liens. Also they make loan covenants which restrict the distribution to shareholder from legal capital and request the directors to maintain certain amount of corporate assets. This article introduces current developments of the corporationꡑs capital system of major advanced countries such as the United States, the England, the Germany, the France, and the Japan. It also compares the capital system of the Korea with that of those countries. In order to meet corporationsꡑ needs of the deregulation of capital system, this article suggests to streamline current regulative measures to the capital system. It proposes to introduce the reduction process of the legal reserve, to reduce the ceiling for the mandatory accumulation of the legal reserve, and to expand the usages of the legal capital.