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초록· 키워드
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In this paper, the researcher briefly reviewed major contents of the new corporation law and also the significance of separate enactment of the corporation law by means of revision of the Commercial Code of Japan.
Next, having arranged the contents of the revised corporation system in new corporation law, simultaneously, the researcher substantiated the relationships between the organization of the company and employees with a focus on the code concerned about the Limited Liability Company newly introduced, which was included in the equity-sharing partnership system.
Although the new corporation law of Japan that enacted separate from the Commercial Code comprises a vast amount of provisions reaching total number of articles; 979, when reviewing it in light of overall structure, it is not only systematic, but also reveals distinctive features, such as abolition of the legal regime of the limited company that lacked effectiveness, and replacement thereof along with introduction of the limited liability company system.
More than anything else, in this revised corporation law, the kinds of corporations were divided into two-tier system in large : the joint stock company and the equity-sharing partnership, and again, each company category was divided and prescribed as into three types of companies, so then it brings about effects of improving practicability for application of law, etc.
It is believed that such points related to the revision of the Commercial Code of Japan in 2005 would carry the most significant meaning in connection with the implications of the improvements in jurisprudence.
Specifically, as to the company types being recognized in our existing laws and regulation, not much different from the past Japanese legislation, on theoretical aspects, there are General Partnership and Limited Partnership, which are human resources-oriented companies, and, as for material resources-oriented company, there are Joint Stock Company and the Limited Company.
However, the joint stock company is in inverse proportion to the further developments in respect to quantity, so then putting the problems in the application of the law aside, it is being considered appropriate and effective from the perspective of differentiating legislation. Meanwhile, the reality is that characteristics of the system concerned with the limited (or private) company have not been utilized substantially in fullest measure, different from Germany, the home of this company system, on the premise that there are still various reasons involved. These results have been compiled in figures.
Furthermore, the limited company has been considered material-oriented company being misinterpreted to a certain extent, like a joint stock company being organized only with limited partners. However, since the limited company contains human-oriented elements in a realistic term, it is true that there are the limits to explaining this point. And, therefore, there is an increasing voice for worrying abuse of juridical personality in partial in regard to the Limited Liability Company of Japan that introduced as an alternative of the Limited Company.
In the meantime, worrying abuse of juridical personality will not be restricted only to the Limited Liability Company, thus it is considered that there is a necessity to discuss this issue in depth for the revision of our legislation further.
Regarding the issue as to whether we have to make the chapter that covers a variety issues related to the company separate or become independent from the Commercial Code like the case of Japan, there is still a problem, such as "Special Law Epidemic." And so, it would be desirable for us to take a more discreet and prudent position in this regard.
Next, having arranged the contents of the revised corporation system in new corporation law, simultaneously, the researcher substantiated the relationships between the organization of the company and employees with a focus on the code concerned about the Limited Liability Company newly introduced, which was included in the equity-sharing partnership system.
Although the new corporation law of Japan that enacted separate from the Commercial Code comprises a vast amount of provisions reaching total number of articles; 979, when reviewing it in light of overall structure, it is not only systematic, but also reveals distinctive features, such as abolition of the legal regime of the limited company that lacked effectiveness, and replacement thereof along with introduction of the limited liability company system.
More than anything else, in this revised corporation law, the kinds of corporations were divided into two-tier system in large : the joint stock company and the equity-sharing partnership, and again, each company category was divided and prescribed as into three types of companies, so then it brings about effects of improving practicability for application of law, etc.
It is believed that such points related to the revision of the Commercial Code of Japan in 2005 would carry the most significant meaning in connection with the implications of the improvements in jurisprudence.
Specifically, as to the company types being recognized in our existing laws and regulation, not much different from the past Japanese legislation, on theoretical aspects, there are General Partnership and Limited Partnership, which are human resources-oriented companies, and, as for material resources-oriented company, there are Joint Stock Company and the Limited Company.
However, the joint stock company is in inverse proportion to the further developments in respect to quantity, so then putting the problems in the application of the law aside, it is being considered appropriate and effective from the perspective of differentiating legislation. Meanwhile, the reality is that characteristics of the system concerned with the limited (or private) company have not been utilized substantially in fullest measure, different from Germany, the home of this company system, on the premise that there are still various reasons involved. These results have been compiled in figures.
Furthermore, the limited company has been considered material-oriented company being misinterpreted to a certain extent, like a joint stock company being organized only with limited partners. However, since the limited company contains human-oriented elements in a realistic term, it is true that there are the limits to explaining this point. And, therefore, there is an increasing voice for worrying abuse of juridical personality in partial in regard to the Limited Liability Company of Japan that introduced as an alternative of the Limited Company.
In the meantime, worrying abuse of juridical personality will not be restricted only to the Limited Liability Company, thus it is considered that there is a necessity to discuss this issue in depth for the revision of our legislation further.
Regarding the issue as to whether we have to make the chapter that covers a variety issues related to the company separate or become independent from the Commercial Code like the case of Japan, there is still a problem, such as "Special Law Epidemic." And so, it would be desirable for us to take a more discreet and prudent position in this regard.
목차
Ⅰ. 序論
Ⅱ. (新)會社法의 中心 內容
Ⅲ. (新)會社法上 會社의 種類 및 持分會社制度
Ⅳ. 結語 - 會社法制 改善을 통한 合同會社制度導入 可能性
참고문헌
〈Abstract〉
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