會社分割에서 債權者保護를 위한 連帶責任 規定의 限界

Abstract

This thesis discussed in case of a corporate division pursuant to the Commercial Act whether or not a liability, which exists as a dormant liability prior to a division of a divided corporation and transfers to a determinate liability after a division, can be subject to corporate division and be succeeded to a beneficiary company. Therefore, in order to solve a problem on a burden of a responsibility whose responsibility is uncertain after a division in case of a joint and several liability of companies involved in a division being excluded, a separate fund on a reserve for contingencies which establishes a part of a reserved profit as a reserve in a preparation for a potential loss should be established, or the matter on a responsible entity after a division with regard to a contingent liability should be specified as a compulsory item to be stipulated in a division plan, in a way to force an obligation of a public disclosure. But a burden of the divided company and the beneficiary company who are liable to the creditors jointly and severally work as a lot of shortcoming in the reorganization of the corporate who make an attempt to divide the company. Consequently this study analyzes the problems followed by the division of company in the Commercial Act and presents solutions for these problems so as to make the corporate restructuring through the division of company carried out in a rational and efficient direction while keeping the complementary relation between seemingly contradictory two fundamental ideals in corporate law.