미국의 LLP 입법과 일본의 유한책임사업조합 입법의 비교
Comparison of the US LLP legislation with the Japanese LLP Legislation
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Abstract
This paper is to compare the American LLP form with that of Japan to aid future adoption of the LLP form into Korea. The Ministry of Justice is planning to adopt new legal business forms comparable to American LP's and LLC's in its Revision Bill of the Commercial Act. What draws my attention especially is that it has adopted the LP form, "Hapja Partnership" instead of the LLP form. According to the press release of the Ministry of Justice, it is expecting more utilization of the private equity companies and start-up investment partnerships by adopting into the Commercial Act the LP form as a general legal business form for private equity companies and start-up investment partnerships which are currently established in the Indirect Investment Asset Management Act and the Small Company Start-Up Encouragement Act. However, the newly adopted LP form, "Hapja Partnership" is basically the same as the already existing "Hapja Company" in the Commercial Act except that the former does not have the legal personality. Rather the LLP form seems to be one of the new legal business forms the Revision Bill should adopt in that it enables business owners to manage their business themselves and yet to enjoy the limited liability privilege. Originally the LLP form is a legl business form established in the U. S. A. to relieve the harsh results in the law firms and accounting firms of partners' having to bear joint and several liability for the malpractice of peer lawyers and accountants. Korea had the same problem when the Korean Lawyers Act provided that provisions for the "Hapmyung Company" in the Commercial Act shall apply to law firms. Now the Lawyers Act has been amended to recognize LLP forms for law firms. However, now the trend is to allow LLP forms not only for professional services but also for general business purposes. Therefore, I think the Revision Bill should have chosen the LLP form instead of the LP form as a new legal business form to be adopted.
참고문헌 (25)
- 곽윤직, "민법주해" (2006), 박영사
- 곽윤직, "채권각론" (2007), 박영사
- 김재문, "로펌의 企業形態에 관한 法的 考察", 상사법연구, 22(1), pp.433~460 (2003), 한국상사법학회
- 김재문, "주식회사의 이익배당에 관한 법적 고찰", 상사법연구, 14 (1995)
- 김재문, "새로운 기업형태의 도입에 관한 상법개정안에 대한 소고", 경영법률, 18(1), pp.201~228 (2007), 한국경영법률학회
- 안경봉, "합자조합(LP), 유한책임회사(LLC)의 도입과 법적 문제점", 상사법연구, 25(4), pp.147~183 (2007), 한국상사법학회
- 이정수, "미국 LLC, LLP제도의 도입과 세법상 대응", 조세법연구, 13(2), pp.114~166 (2007), 한국세법학회
- 상법개정연구보고서, "한국증권법학회", 한국증권법학회, ~ (2006)
- 山田 亨, "有限責任事業組合 LLPの法律と登記" (2005), 日本法令
- 山村延彦, "合同会社ＬＬＣの法律と登記" (2005), 日本法令
- 宮田 房枝, "日本版LLP実務ハンドブック" (2005), 商事法務
- Limited Liability Partnerships, "Alberta Law Reform Institute", ~, pp.Final Report No. 77 (1999)
- Limited Liability Partnerships and Other Hybrid Business Entities, "Alberta Law Reform Institute", ~, pp.Paper No. 4 (1998)
- Bromberg, "Limited Liability Partnerships, The Revised Uniform Partnership Act, and The Uniform Limited Partnership Act(2001)" (2005), Aspen
- Hamilton, "Registered Limited Liability Partnerships: Present at the Birth (Nearly)", U. Colo. L. Rev., 66, pp.1065~ (1995)
- Hynes, "Agency, Partnership, and the LLC, 3rd ed", Thomson & West
- Fortney, "Am I My Partner's Keeper? Peer Review in Law Firms", U. Colo. L. Rev, 66, pp.329~ (1995)
- Johnson, "Limited Liability for Lawyers: General Partners Need Not Apply", Bus. Law., 51, pp.85~ (1995)
- Ribstein, "Limited Liability Companies" (2005), Thompson West
- Ribstein, "Unincorporated Business Entities, 3rd. ed", LexisNexis
- Ribstein, "Limited Liability of Professional Firms after Enron", J. Corp. L., 29, pp.427~ (2004)
- Ribstein, "The Deregulation of Limited Liability and the Death of Partnership", Wash. U. L. Q., 70, pp.365~ (1992)
- Ribstein, "Ethical Rules, Agency Costs and Law Firm Structure", VA. L. Rev., 84, pp.1707~ (1998)
- Shade, "Business Structures" (2003), Thomson West
- Whittacker, "The Law of Limited Liability Partnerships, 2nd ed" (2004), Jordans