대법원 판례상의 표현대표이사제도- 성립요건과 상업등기와의 관계를 중심으로 -

Article 395 of the Korean Commercial Code provides that “a company shall be liable to a third person acting in good faith for any act done by a director who has used any title such as president, vice president, executive director, managing director, etc. from which it may be assumed that he has an authority to represent the company even where such person has no such authority.” In many occasions, the conduct of a non-representative director is legally assessed as a representative conduct by virtue of the doctrine of estoppel by representation. The Korean Supreme Court has developed several principles to protect bona fide third parties by affirming the liability of the corporation regarding transactions made by its apparent representative director. Sometimes, the Court applies Article 395 or applies this provision by analogy to the conduct of a non-representative director and thus the Court creates entire new law in this field. The law created by the Court is a reflection of Korean reality. Furthermore, those who relied in good faith on a false registration are able to use the fact of the false registration in their claim for recovery. As a result of accumulated cases in which Article 395 is widely applied, the interest of bona fide third parties is easily protected.