改正商法상의 無額面株式制度에 관한 法的 檢討

Non-par value stock is a stock on which only quantity of the stock is stated without a specified value on stock certificate and articles of incorporation. The system of the non-par value stock was first devised and legislated in U.S.A. Later, non-par value stock was introduced and was institutionalized in Japan, Germany and other countries. In Korea, Revised Commercial Law Act of 2011 has accepted the non-par value stock system. Before that, there have been divided opinions about introduction to Commercial Law Act. In terms of institutionalization, IMF crisis has caused the amendment of Commercial Law Act to lower the face value from 5,000 won to 100 won. This change, however, can't help companies collecting the funds with ease. According to Revised Commercial Law Act of 2011, as the non-par value stock does not have the legal limitation about issue price of the stock, companies can set the issue price at discretion under a limited restriction. In addition, companies can deposite a portion of the issue price as a capital reserve and decide the percentage of capital relatively freely. Revised Commercial Law Act of 2011 authorizes th board of directors to convert a portion of issue price for stocks into capital reserve on the condition of up to half of issue price. It is reasonable that board of directors have authority to decide the ratio of capital to capital reserve from the corporation management's point of view. This ratio, however, has to be supervised by shareholders, auditor or audit committee.