현행 상법상 주식소각제도의 문제점 및 개선방안

After a corporation is legally formed, it may cancel its shares only in three ways which are specifically covered in the Commercial Code. One possible way is to reduce share capital. The cancellation of a number of shares results in a reduction in a corporation's share capital. The provisions regulating the cancellation should be revised as follows: Firstly, an actual reduction which involves monetary payment to shareholders should be distinguished from a nominal one which is not different from a paper reduction. Secondly, a full reduction of share capital should be restricted because its conflict with the features of a capital corporation. Thirdly, a judgement affirming the nullification of the reduction should be effective afterwards in order to secure legal stability. Shares may be cancelled by the way of the payment of earned surplus to shareholders under the Commercial Code. However, the other way of effecting the payment of business profits to shareholders is through the buy-back of own shares. Thus, this kind of cancellation should be replaced by the share buy-back. Under the Commercial Code, the reduction of share capital may be also carried out through the redemption of redeemable preference shares. While the Code does regard redeemable preference shares as a part of share capital, the IFRS categorizes them into debt. Therefore,there should be a coherence between the Code and the IFRS.