대표이사의 대표권 제한에 대한 재고찰

Korean Commercial Code enacted in 1962 instituted the USA “Board of Directors”, and Japanese “Representative Director” affected with French Law, so had different structure with the USA’s one. But under “Board of Directors-centrism”, affected by the USA that the Board of Directors has business execution authority and power of representation, theories were not able to grasp the exact status of Representative Director, and understood that Representative Director was the organ that passively enforce the decision and delegation of Board of Directors. Korean Commercial Code says that the representative action for specific issue needs the decision of Shareholders’ General Meeting or Board of Directors (Art. 374, Art. 393). The common point of view says that Shareholders’ General Meeting or Board of Directors has right of decision-making for specific issue, and Representative Director enforce the decision of Shareholders’ General Meeting or Board of Directors. In Korean Commercial Code, however, Representative Director has comprehensive representative rights; the common point of view says that Representative Director has business execution authority within the rights. Because the authority is premised on right of decision-making, Representative Director has comprehensive business execution authority in principle. But the right of decision-making of Representative Director is restricted in specific issue. In this position, this study critically reviews the common point of view about the restriction on Representative Director’s rights.