2009년 개정상법상 ‘소규모주식회사’의 법적 쟁점

Small businesses with only a handful of owners and little capital have taken advantages of the corporate form using the same enabling statutes suitable for typical publicly held corporations with a large number of investors. In order to cope with such ‘small corporation dilemma’, the amended Korean Commercial Act No. 9746, effective from May 28, 2009, has introduced many provisions concerning companies with total capital of less than one billion won,referred to as ‘small-capital-corporations’. The pattern of such small-capital-corporations has many similarities to the close corporations under the U.S. corporation law. This article considers the following legal issues of ‘small-capital-corporations’ in the newly added provisions of the amended Korean Commercial Act : (1) the statutory capital requirements for the small-capital-corporation ; (2) the abolition of authentication of articles of incorporation by a notary public ; (3) the balance certificate as the substitution device of the depository certification which a bank and other financial institution have had the custody of the subscription price paid ;(4) the general shareholders’ meeting without taking a convocation procedure and the resolution of a general meeting by a written resolution ; (5) the minimum number of directors ; (6) the elimination of a corporation’s board of directors and the substitution of director management by the shareholders ; (7) the rights of directors and auditor ; (8) the greater flexibility in control devices by articles of incorporation and shareholder agreements.