日本의 大小會社區分立法에 관한 硏究 : 社會의 機關을 중심으로 = (A) Study on the Separate Legislations of Large and Small Corporation in japan : Centering on Organization of Corporation

다국어 초록 (Multilingual Abstract)

The stock corporation which is the typical form of capital corporation can raise enormous funds from the general public and easily. collect the capital invested by the freedom of stock transfer. In stock corporation, shareholders assume the limited liability and ownership and management are separated. Therefore the stock corporation fits to corporation which is large scale and which has a number of shareholders. But, contrary to the ideals of law, small and medium-sized corporations in capital scale or number of shareholders take the form of stock corporation in Korea, Japan and America.
In Korea nearly 90% of total business associations take the form of stock corporation and more than 90% of stock corporations are small and medium-sized stock corporations. For all that stock corporation system is the system on the assumption of large scale public corporation, stock corporations are mostly one-man or family type corporations. Therefore the gap between law and reality becomes greater and serious social problems arise.
For this small and medium sized businesses, 'Private Company' in Britain and ''Limited Corporation' in German are provided by law respectively and several problems mentioned above have been solved by this system. Of course, in Korea and Japan there is a form of 'Limited Corporaton system for small and medium businesses, which is not popular. Namely, most of small and medium businesses take a form stock corporation. In Japan, however, legislative efforts to solute this problems have begun to be done under 'The Theory of Separate Regislations of Small And Large Corporation' since Amendment of Commercial Act in 1981, after all Commercial Act was amended greatly under the Theory in 1990.
In Amended Commercial Act of Japan 1990, specially, the creation of the minimum capital and the transformation of organization are the important starting point for the Separate Lagislations.
Also the simplication of incorportion procedure and improvement of restriction on the transfer of shares are the importent contents related to the Separate Legislations of Large and Small Corporation in Japan. Among them this thesis is Centered on Organization of Corportion.
Thus the Separate Legislations of Large and Small Corporation in Japan can furnish invaluable guidelines for us.
This thesis is composed of VI Chapters.
(1) In Chapter I it deals with the actual situation of business corporation in Korea and then points out the peculiar problems involved in small-type corporations in order to support the' need of special legal treatment of them.
(2) In Chapter Ⅱ it briefly deals with the main provisions of Amendment Commercial Act of Japan 1990 related to the Separate Legislations of Large and Small Corporation.
(3) In Chapter Ⅲ it deals with shareholders meeting, especially, its right, the improvement of procedure and conditions, about its operation.
(4) In Chapter Ⅳ it deals with the board of directors, especially the problems about the number of directors, the responsibility of directors.
(5) In Chapter Ⅴ it deals with the supervision organization, especially, the present conditions of Korea and the legislations cases of the advanced nations comparatively.
(6) Chapter Ⅵ is the conclusion.
Anyway it is suggested that the Separate Legislations of Large and Small Corporation in Japan provide us rich materials in our efforts to innovate legal treatment of small corporate businesses which are operated far apart from the current corporation, law.

목차 (Table of Contents)

• 목차
• ABSTRACT = ⅰ
• Ⅰ. 序論 = 1
• A. 硏究의 目的 = 1
• B. 硏究의 方法과 範圍 = 7
• Ⅱ. 日本의 1990年 改正商法 = 9
• A. 槪要 = 9
• B. 株式會社設立에 관한 改正法 = 10
• C. 株式에 관한 改正法 = 15
• D. 計算과 公開에 관한 改正法 = 21
• E. 기타 大小會社區分立法 = 23
• Ⅲ. 意思決定機關 = 24
• A. 問題의 提起 = 24
• B. 節次 및 機構의 簡素化 = 25
• C. 株主總會의 權限 = 27
• D. 株主總會의 召集과 運營 = 29
• E. 會議의 省略 = 33
• Ⅳ. 業務執行機關 = 37
• A. 問題의 提起 = 37
• B. 理事 = 39
• C. 理事會 = 44
• D. 代表理事 = 46
• E. 事實上의 理事 = 46
• Ⅴ. 監督機'關 = 49
• A. 間題의 提起 = 49
• B. 監事會의 法制化 = 51
• C. 外部監査制의 必要性 = 54
• Ⅵ. 結論 = 60
• 參考文獻 = 63