有限責任會社制度에 관한 總體的 考察

The limited liability company system was initially introduced to Korean company law system by revised Commercial Code on April 14, 2011, and caused confusion from the introduction stage of the system due to ambiguity in legal characteristics of such company’s class. In other words, as limited liability company has the characteristics of a joint stock company but is structured like personengesellschaft, there were discrepancies in academic views among scholars in pursuit of study at the educational front whether to deem this entity as realgesellschaft or to adopt a hybrid concept of a company in the middle of personengesellschaft and realgesellschaft in explanation thereof. This was due to the fact that the system was adopted without sufficient discussion, in the rush not to get left behind in international trend in pursuit of altering company law system within the perception on the justification to diversify investment by expanding class of companies under the Commercial Code in order to boost investment. Looking back, at that time while internationally the movement was arising to seek activated investment by amending company law system, especially Japan discarded the limited liability company act enacted in 1938 to remove limited liability company system itself but adopted the concept of membership company in Section 3 of the company law. By this concept, Japan newly introduced the system named limited liability company system in addition to existing unlimited partnership company and limited partnership company. This exercise direct influence in Korea’s adoption of limited liability company system, working as the reason for Korea to rush such legislation. Adopting a new system may cause confusion and damage to existing system thereby. Hence, not only the academics but also various societies including the business groups shall be duly engaged in sufficient discussion in pursuit of such system. However, in Korea at that time, adoption of such system was so rushed that it is not possible to find out whether such discussion actually took place. And the contents of such adoption looks like involving considerable problems. If all of these had been focused on the policy purpose to improve investment environment and ultimately to contribute to job creation and activating startups, then this legislation can only be pointed out as the representative case of extremely short-sighted legislation policy striving on showing visible effect. Nevertheless, adoption and enforcement of the limited liability company system has already passed 5 years and approaching a decade. However, researches not only on the efficacy but also operational status thereof are very scarce. Accordingly, starting from the review on the series of process of adoption the system and legal system phenomenon, this study materialize the problems of this system by basic analysis on the practicality and utilization based on statistical information, and seeks activation measures for the system and the resolution of such problems while obtaining the general view on Japan’s limited liability company system that is assessed as similar system introduced. Ultimately, this study asserts the necessity of the legal system integrating limited liability company system and existing limited company system as the measures to boost the system, and wraps up the discussion by proposing legislation on such integration.