개정상법상 유한책임회사의 설립과 업무집행에 관한 법적문제점

Abstract

This article touches the recent plan of the Ministry of Justice to introduce the Limited Liability Company as new type of business association in the Commercial Code. The proposed Limited Liability Company modelled after the US and Japan can not be alternative to the existing Limited Liability Company because they are similar to each other, not only in their historical root but also in their substance. The legislative concept for the introduction of the proposed Limited Liability Company is to provide small and midium-sized businesses with suitable corporate form in the knowledge based society. The result of this article is found two problems on Limited Liability Company. First is the regulation about Limited Liability Companies that constitute only one member. This regulation must apply to rules of Unlimited Partnership on internal relationship. But there is no regulation of Unlimited Partnership about entitles that consist of only one member. Second is a problem that applies to Limited Liability Company's provision on the Unlimited Partnership which are premised on the direct management by the partners themselves, as far as situation Limited Liability Company's are managed indirectly by third party manager instead of member themselves.