유한회사 활성화를 위한 상법 개정 방안 ― 자금조달을 중심으로 ―

Limited liability companies are not widely used even though they are the most suitable type of company for small and medium-sized enterprises. In the case of a limited liability company, the liability of the shareholder is limited, and extensive internal autonomy (autonomy of the articles of incorporation) is recognized. Therefore, it is possible to design the company operation and organization according to the characteristics of each individual company. This paper first analyzed the factors for selecting a company type and reviewed the contents and effects of the two recent revisions of the Korean Commercial Law (hereinafter KCL) on the GmbH. Second, this paper comparatively reviewed korean limited liability companies (K-LLC) and small-sized stock companies, which are the competitive company types of limited liability companies. Finally, this paper made an international comparison of the KCL on the GmbH. The results of this paper confirmed that the KCL on the GmbH needs to be improved in unexpectedly many areas as well as in financing. This is evidence that the KCL on the GmbH was in the legislative indifference, and that the recent two revisions did not significantly contribute to increase in the use of limited liability companies. In addition, it was clearly confirmed that the the KCL on the GmbH was not able to keep up with international trends and was in a very lagging state. Providing the best possible legal environment for a limited liability company is not the all-round key to vitalizing the use of the GmbH, but it is clearly a starting point. As a result of the analysis, I have suggested a proposal for amendment of the KCL on the GmbH that urgently needs improvement.