2010년 改正商法에 대한 管見

Abstract

In January 2009, the Ministry of Justice (MOJ) proposed and submitted the bill to amend the parts of the general provisions and the commercial activities of the Commercial Code to the National Assembly. On April 21, 2010, the National Assembly finally passed the bill, which entered into effect as Law No. 10281 on December 15, 2010. The Commercial Code has been revised many times since its enactment in 1962, however, the most significant changes have been brought to two parts of the previous code in 2010. These amendments were a much more comprehensive package purported to achieve several goals: First of all, the amendments were intended to get rid of legislative errors which have been neglected since the law is established. For example, Article 55 was applied only to a loan “between merchants” under the previous code and now is revised to apply even to a loan between a merchant and a non-merchant. Secondly, the amendments tried to promote the integrity between the Commercial Code and the Civil Code. For instance, Article 52 regarding the binding force of offer of contract inter absentees was repealed in order to remove its difference with the Civil Code. Thirdly, Article 31 providing for the principles for valuation of assets was delisted from the Code for the adoption of global standard in the field of accounting. Fourthly, the payment and settlement business is newly classified in line with changes in commercial environment as one of basic commercial activities which are enumerated in Article 46. Fifthly, the liability of public entertainment businessman under the previous code was regarded as impractical and is thus mitigated with purpose of invigorating the tourism. Finally, articles concerning businesses of finance lease, franchise and factoring are newly provided in chapters 12, 13 and 14 of Part II.