2025년 개정 상법상 전자주주총회 의무화 제외 규정에 관한 법적 검토 -중소기업 지배구조의 특수성과 주주권 보호를 중심으로-

The 2025 amendment to the Korean Commercial Act institutionalized the digitalization of shareholders’ meetings by mandating electronic shareholders’ meetings for large listed companies. However, small and medium-sized enterprises (SMEs) were exempted from this obligation due to concerns over financial and technological burdens. While such an exemption has been justified as a pragmatic and gradual regulatory approach, this study argues that it is not merely a matter of regulatory flexibility but may instead function as a structural limitation on minority shareholders’ rights. Given the ownership concentration and the close integration of ownership and management typical of Korean SMEs, shareholders’ meetings often operate only formally, providing limited opportunities for effective participation and monitoring. In this context, excluding SMEs from mandatory electronic participation risks further institutionalizing the marginalization of minority shareholders by restricting their access to information and voting rights. This paper critically examines whether the exemption undermines the fundamental principles of shareholder protection and corporate governance. Methodologically, the study adopts a doctrinal and comparative approach. It first clarifies the legal nature and functions of electronic shareholders’ meetings, then analyzes the structural characteristics of SME governance in Korea, and further compares legislative models in the United States, Japan, and Germany. Based on constitutional principles such as equality and proportionality, the paper evaluates the legal justifiability of differentiated regulation according to firm size. The analysis shows that the current exemption may produce long-term governance disparities between large corporations and SMEs, weaken shareholder participation, and reduce corporate transparency and investor confidence. Accordingly, the exemption should be understood as a temporary and transitional measure rather than a permanent regulatory relief. The study proposes policy and legal reforms, including government-supported shared digital platforms, financial assistance, and the gradual expansion of mandatory application. By reframing the SME exemption as a potential structural infringement of shareholder rights rather than a simple cost-saving device, this research contributes to the ongoing debate on digital corporate governance and offers concrete legislative directions for achieving more inclusive and equitable shareholder protection.