주식회사의 자본감소에 관한 연구

Abstract

The purpose of this paper is to examine the interpretational problems arising out of the reduction of legal capital in the Korean Commercial Code(hereinafter referred to as ꡐthe Codeꡑ). Chapter Ⅰ briefly explains the definition of legal capital of stock corporations and its roles. In Chapter Ⅱ, the purposes and methods of the reduction of legal capital are explored. This paper here argues that the reduction of legal capital is in no case compulsory under the proper interpretation of the Code and that it is wholly in the discretion of the corporation concerned. Chapter Ⅲ deals with the two procedural requirements for the reduction of legal capital: the first is shareholder resolution by the extraordinary majority and the second is the recognition of creditorsꡑ right to appeal against the above resolution. Particularly, examined are those traditional interpretational problems such as permissibility of reduction below the minimum legal capital, permissibility of reduction of the capital to zero, arguments whether justification of the shareholder resolution is equitably required, the scope of application of the equal treatment rule, permissibility and limitation of the considerations returned to shareholders, appropriateness of the present creditor protection system and etc. Chapter Ⅳ inquires into the effects of the reduction of legal capital to shareholders and third parties as well. Chapter Ⅴ studies the suit to render the illegal reduction of legal capital void. In Chapter Ⅵ, this paper concludes that the crucial point exists in the capital maintenance rule of the Code, that the present regulation on the reduction of legal capital is merely an offshoot of the above rule and that as long as the capital maintenance rule remains as it is, the regulation concerning the reduction of legal capital should not be loosened.