상법상 무액면주식제도에 관한 법적 쟁점 검토

Par value is not absolute. Strict enforcement of the par value rule would have prevented companies- in the name of protecting shareholders and creditors -from raising new money in times of financial difficulty. So, par value is a thorn in the side of corporate planners, and its use is diminishing. Many modern other countries permit shares to be issued without par. 2011 revised Korean Commercial Code(KCC) has accepted no-par stock and corporations can select between par value and no-par stock. Par value is convertible into no par stock, contrary, no par stock is convertible into par value. However, there is a need to solve several problems in order to activate the no par stock in KCC. Summarize its contents are as follows. First, no par stock of issue price should be fair value. Unfairly low price issued, directors should be held accountable. Second, forming a corporation, stated capital should be total amount of issuing value of no par stock. According to the KCC stated capital should be more than a half of total amount of issuing value of no par stock, but I think, this rule is strict in high stock price of company. Third, it is reasonable to interpret that the relationship between capital and no par stock are disconnected. So, capital of company can be reduced without stock split, stock consolidation and stock incineration. The KCC now recognize the power of the company to repurchase its own shares. But I think, the incineration of treasury stock is the only no par value. Fourth, the company can divide with stock to no par shareholders. In this case, the number of shares to be issued as stock dividends can freely decide at a general meeting of shareholders. Fifth, take advantage of the no par stock, the company can be easily merged.