아세안 체제전환국가의 회사법상 회사의 설립

Abstract

Korean companies have recently been expanding investments in ASEAN nations, but they are facing challenges because investment environment and investment- related legislation are different from one nation to another. This paper is aimed at assisting the vitalizations of local Korean corporations who invested in the countries involved, by examining the legislation related to the establishment of companies under the corporation law in four transitional countries among ASEAN. The commonality of the incorporation legislation in the four countries is the complicated legislation for regulation, owing to exceeding intervention of their governments. Universal features of legislation relating to incorporation of companies in those countries are as follows: firstly, the number of promoters is restricted, and the foundation of one-man company is denied. These should be, however, abolished as it hinders the ease and rapidity of the establishment of businesses. Secondly, considering the purpose of corporate legislation is to support economic development through the simplification of incorporation procedure, the prior regulation for 'restriction on similar trade names' should be changed to a post liability. Thirdly, the descriptions, registration and revisions of the articles of incorporations are too intricately regulated. It is desirable to transfer this procedural rule to a subordinate law. Fourthly, minimum capital provision should be annulled so that different types of companies can be established easily. Fifthly, the detailed rules of the registration of incorporation are specified for the acquisition of corporate entity of the company. It is advisable to provide the details of registration in a special law. Sixthly, in light of the great powers of promoters of the company, it is necessary that the legislation prescribe corresponding responsibilities accordingly. The revision of the law would be necessary to facilitate the establishment of companies through the simplification of incorporation procedure, accommodating to the realistic changes in rapidly changing business environment and economic development.