주요 국가들의 유한책임회사 입법례에 대한 비교연구

The 2011 Revised Commercial Law of Korea, effective as of April 2012, introduced Yuhanchaekim-hoesa (hereinafter "K-LLC") as a new form of business organization. There had been continuing criticisms from the relevant industries and academia pointing out that the then existing forms of business entities were not suitable to be used for the small and mid sized enterprises. For instance, Jooshik-hoesa, the Korean version of stock company that is the most widely used form of business entities in Korea, assumes in principle large number of investors (or shareholders) and strict severance between the management body and the investors, which leaves little room for self-autonomy as well as flexibility and whereby shows shortcomings as a business form for the small size closed company. Legislations for the business entity similar to the K-LLC, which grants its members wide range of self-autonomy in terms of formulating the internal organs, proceeding with the management and operation, distributing the profits and losses, have been enacted in a number of countries with the advanced legal system. Some examples can be found with the LLC of the US, the J-LLC of Japan and GmbH of Germany. In fact, it is obvious that the K-LLC was modelled after the LLC of the US and the J-LLC of Japan. The business forms like K-LLC are more suitable for the small and mid sized enterprises, and thus the use of business entities organized in such forms or like needs to be encouraged in Korea. Legislations to promote the choice of such business forms also conform to the legislative move recently found in other advanced jurisdictions.