합자회사에 관한 몇 가지 법적 쟁점 및 개선방향

The system of Korean limited partnership company (hereinafter, LPC) has not been widely preferred; it has only been used in Korean Private Equity Fund (hereinafter, PEF) and Some transport companies for freights and passengers. Based on accessible data, this paper surveys the current status of its use and the legal background. There are some legal problems which impede the active use of LPC system in Korea. To vitalize the Korean LPC system, this article picks out relevant important issues to be dealt with in the present Korean Commercial Act. Therefore, this paper focuses on some critical issues in LPC such as the scope of managing power of limited liability member and his/her liability against outside LPC creditors, both of which are still unclear. Another legal problem has been found in transferring LPC equity as seen in recent Korean supreme court ruling of 2014DA218863, which has treated the matter of whether additional requirements for transfer of LPC equity holdings against third party are needed or not. Furthermore, this article examines the needs of (i) introducing so-called transferable interest concept, following the example of the Uniform Limited Partnership Act (hereinafter, ULPA) of U.S.A., and (ii) accepting the member's dual capacity caused by having both position as unlimited and limited liability member. This paper also deals with the reasonableness of Korean Capital Market Act which forces PEF to be established as a limited partnership company. In consideration of Korea's task of helping its companies to deviate from the current phenomenon of extreme preference toward corporation going toward more various firms which provide more autonomous self-governance to their members, this paper suggests the future direction of Korean LPC taking into the attitude of ULPA 2001.