소규모 주식회사에 대한 상법 “제391조의2” 규정의 적용에 대한 고찰

Since the Korean government enacted the Financial Investment Services and Capital Markets Act (“Capital Markets Act”) in 2009, the Korean Securities and Exchange Act (“KSEA”) which regulated the Listed Companies was abolished, and the Korean Commercial Code (“KCC”) included those clauses that were described in the KSEA and regulated the Listed Companies. However, the 2009 Amendment of KCC allowed small-sized companies that do not have the Board of Director since they have only 1 or 2 directors, not to have audit systems either. So small-sized companies can choose whether they have audits or not. So, if small-sized companies choose not to have an audit, the provisions related to an audit system of KCC does not apply to them. But, if they choose to have an audit, those provisions should apply to them. However KCC excludes §391-2’s applying to small-sized companies even though §391-2 is the very basic provision for audit system. Therefore, this Article examines the audit system of KCC and analyzes some problematic provisions of KCC which are related to the Audit system. Finally this Article proposes some schemes for betterment of Audit System under KCC.