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이 책은 세무사 시험을 대비하기 위한 수험서로서 수험 목적에 최적화하여 제작하였습니다.
세무사시험 수험생은 법학을 처음 접하는 경우가 대부분이어서 낯선 법률용어에서부터 법
학을 어렵게 느끼곤 합니다. 그리고 일반법인 민법의 기초 없이 특별법인 회사법을 접하다
보니 법학에 대하여 느끼는 어려움과 생소함은 더 클 수밖에 없습니다. 한편 세무사 시험
대비용으로 출간되어 있는 기존의 대부분의 수험서는 부연 설명은 최소화한 채 요점 위주로
간략하게 서술되어 있습니다. 아마도 수험생들의 공부 부담을 최소한으로 줄여주기 위함인
것으로 보입니다.
그러나 이렇게 서술되어 있는 책을 읽고 법학을 처음 접하는 수험생들이 회사법을 적정한
수준으로 이해하기란 거의 불가능합니다. 현재 수험생들은 회사법을 그냥 이해 없이 암기하
는 과목으로 간주하고 대략적인 이해와 두문자 따기 등의 암기 요령에 의지해 시험을 대비
하는 경향이 강한데, 기존 수험서들의 위와 같은 서술 방식으로 인해 이해를 바탕으로 한
공부가 불가능하였기 때문이 아니었나 하는 생각이 듭니다.
위와 같은 공부방법이 꼭 나쁜 것만은 아니며 개인 취향에 따라 효율적인 공부방법이 될
수도 있습니다. 그러나 이해 없는 암기 방식의 위 공부 방법은 언뜻 보면 공부량을 줄일 수
있어 시험 준비용 공부 방법으로서 효율적으로 보일 수 있으나, 공부 과정이 매우 지루하고
학업 성취도도 그리 높지 않다는 단점이 있습니다. 그리고 결국에 보면 투입시간 대비 득점
효율도 그리 크지 높지 않다는 점을 알 수 있게 됩니다.
어떤 시험이든 간에 그 대비를 위한 공부 방법은 역시 이해를 바탕으로 하는 것이 가장
좋습니다. 먼저 내용을 이해하고 이를 바탕으로 중요내용을 암기하는 방식의 공부방법이 전
통적으로 모든 공부 고수들이 인정하는 시험 합격을 위한 최고의 공부방법인 것입니다. 특
히나 논리와 합리성이 유독 강조되는 법학을 공부하는데 있어서는 더더욱 그러합니다.
이와 같은 이유에서 이 책은 법학 초심자가 회사법을 적절히 이해할 수 있도록 하는데 중
점을 두어 제작되었습니다.
이 책의 특징은 다음과 같습니다.
첫째, 기본서의 형식을 취하였습니다. 기본서는 기본기를 다지는데 있어 가장 적합한 형태
의 교재입니다. 기본서는 서술 방식이 체계적이어서 이를 통해 공부를 하면 습득한 지식에
도 체계가 생기고, 회사법 전반에 걸쳐 이해도를 높일 수 있으며, 또 기억이 오래가고 legal
mind를 배양하는데도 도움이 됩니다. 또한 막판 단권화 작업에 있어서도 기본서 형식의 책
이 문제집 등 여타 형식의 책보다 더 효율적입니다.
둘째, 예를 충분히 들었습니다. 법학을 이해하는데 가장 도움이 되는 설명 방식은 예를 통
한 설명입니다. 어렵고 딱딱한 법률용어만으로 설명을 하면 독자들이 그 내용을 이해하기도
- ii -
어려울 뿐만 아니라 이해를 하고도 자신이 이해한 내용이 과연 정확한지에 대하여 확신이
서지 않을 수가 있습니다. 그래서 예를 충분히 들었는데, 본문 설명 밑에 다룬 예들은 판례
사례이거나 해당 쟁점에 대한 전형적 사례 또는 기출문제에 나온 사례들이므로 예를 꼼꼼히
읽어보면 본문 내용을 이해하는데 큰 도움이 될 것입니다.
셋째, 제도의 취지와 본문 내용에 대한 이유를 간략하게나마 거의 모두 기재하였습니다. 법
학을 이해하는데 있어 예를 통한 설명만큼 효율적인 것이 왜 그런지 이유를 아는 것이기 때
문입니다. 본문 내용을 서술하고 이에 대한 이유를 설명한 후 다시 그와 관련한 예를 드는
방식으로 설명하여 본문 내용을 확실히 이해할 수 있도록 하였습니다.
넷째, 시험에 출제되지 않을 내용은 아예 다루지 않았습니다. 예컨대 외국 입법례, 입법주
의, 통설·판례가 일치하고 대립의 실익이 없는 학설 대립에서의 소수설의 내용 등은 아예
다루지 않았습니다. 그러나 교과서 내용의 특정 부분을 출제가능성이 희박하다는 이유로 통
째로 생략하지는 않았습니다. 이런 부분들은 조문 위주로 간략히 서술하였습니다.
다섯째, 객관식 문제에 지문화될 수 있는 중요한 문장과 그 문장에 대한 해설, 그리고 그에
대한 예가 정확히 구분될 수 있도록 서술하였습니다. 중요 문장을 쉽게 파악할 수 있도록 하
고, 막판 정리 단계에서 이 부분에만 밑줄을 그어 설명과 예는 생략하고 이 부분만 읽을 수
있도록 하기 위함입니다.
정리하면 이 책은 기본서의 틀을 유지하면서 출제가능성이 낮은 부분은 분량을 최소화하
고 출제가능성이 높은 부분은 제도의 취지와 예를 통하여 상세하게 설명함으로써, 수험생들
에게 양적으로 부담을 주지 않으면서도 중요한 부분은 정확하게 이해할 수 있도록 하는데
초점을 맞추었습니다. 물론 양을 줄이는 면보다는 정확한 이해를 기하는 면에 더 비중을 두
어 중요 부분에 대하여 자세하게 설명을 하다 보니 교재의 분량이 다소 많아진 점은 있습니
다. 이 점은 독자들의 양해를 구합니다. 다만 위에서 언급한 바와 같이 중요 부분과 이에
대한 설명, 예를 구분지어 서술하였으므로 초기 단계에 모든 부분을 다 읽어 볼 때는 양이
많아 보여도 시험에 임박해서는 밑줄쳐둔 본문 내용만 읽음으로써 스스로 양을 줄여나갈 수
있을 것입니다.
이 책은 이철송 교수님 회사법 제22판, 송옥렬 교수님 상법강의 제6판, 정찬형 교수님 상
법강의(상)(하) 각 제17판, 상법강의요론 제13판, 임재연 변호사님 회사법 Ⅰ, Ⅱ 각 개정 2
판, 김건식·노혁준·천경훈 교수님 회사법 제2판을 주로 참조하여 제작하였습니다.
훌륭한 저서를 통해 후학도들을 상법학의 바른 길로 인도해 주시는 위 교수님들과 변호사
님께 깊은 존경과 감사의 말씀을 올립니다. 끝으로 이 책의 출간을 위해 많은 노력을 해주
신 문형사의 이수현 대표님께 감사의 말씀을 드립니다.


편저자 이 정 엽




■ 목 차 ■

[제1장 통 칙]
제1절 회사의 의의
[1] 회사의 개념요소와 이의 현대적 수정 ································································· 3
???? 영리성/ 3 ???? 법인성/ 4
[2] 1인 회사 ········································································································ 7
????의 의/ 7 ???? 회사의 사단성의 폐지/ 7 ???? 1인 회사의 법률관계/ 7
제2절 회사의 종류
???? 상법전상의 분류/ 11 ???? 이론상의 분류/ 14
제3절 회사의 능력
???? 권리능력/ 16 ???? 행위능력/ 17 ???? 불법행위능력/ 18
제4절 회사법상의 소
[1] 서 언 ··········································································································· 19
[2] 회사법상의 소의 특색 ····················································································· 19
???? 소의 성질/ 19 ???? 소의 절차/ 20 ???? 재량기각/ 21 ???? 판결의 효력/ 22
???? 패소한 원고의 손해배상책임/ 23 ???? 회사소송에서의 가처분/ 23
제5절 합 병
[1] 총 설 ··········································································································· 25
???? 합병에 관한 상법의 규정체계/ 25 ???? 의 의/ 25 ???? 합병의 본질/ 25
[2] 합병의 제한 ·································································································· 26
[3] 합병의 절차 ·································································································· 26
???? 합병계약/ 26 ???? 합병계약서 등의 공시/ 27 ???? 합병결의/ 27
???? 채권자보호절차/ 27 ???? 신설합병에서의 설립위원 선임/ 27 ???? 합병등기/ 28
[4] 합병의 효과 ·································································································· 28
[5] 합병무효의 소 ······························································································· 28
???? 총 설/ 28 ???? 무효의 원인/ 29 ???? 소송의 당사자 및 제소기간/ 29
???? 무효판결의 효과/ 29
제6절 조직변경
[1] 총 설 ··········································································································· 31
???? 의 의/ 31 ???? 유 형/ 31
[2] 각 유형별 검토 ······························································································ 31
???? 합명회사와 합자회사 사이의 조직변경/ 31
???? 주식회사와 유한회사 사이의 조직변경/ 32
???? 주식회사와 유한책임회사 사이의 조직변경/ 33
[3] 등기 및 효력발생시기 ····················································································· 33
[4] 조직변경의 무효 ···························································································· 33
제7절 해산과 청산
[1] 해 산 ··········································································································· 34
???? 해산의 의의/ 34 ???? 해산사유/ 34 ???? 해산명령과 해산판결/ 35
???? 휴면회사의 해산의제/ 37 ???? 해산의 공시/ 37 ???? 해산의 효과/ 38
[2] 청 산 ··········································································································· 38
???? 총 설/ 38 ???? 임의청산/ 39 ???? 법정청산/ 39
제8절 회사의 계속
???? 의 의/ 44 ???? 각 회사별 회사의 계속/ 44 ???? 계속등기/ 45 ???? 계속의 효과/ 45

[제2장 주식회사]
제1절 주식회사의 기초
[1] 자본금 ···········································································································49
???? 의 의/ 49 ???? 자본금에 관한 원칙/ 50
[2] 주 식 ··········································································································· 52
[3] 주주의 유한책임 ···························································································· 52
제2절 설 립
제1관 총 설 ········································································································ 53
[1] 주식회사 설립절차의 특징 ··············································································· 53
[2] 설립절차의 개관 ···························································································· 53
???? 발기설립/ 53 ???? 모집설립/ 53 ???? 변태설립사항이 있는 경우/ 54
[3] 발기인과 발기인 조합 ····················································································· 54
???? 발기인/ 54 ???? 발기인조합/ 55
[4] 설립중의 회사 ······························································································· 55
???? 의 의/ 55 ???? 성립시기/ 56 ???? 설립중의 회사의 법률관계/ 57
제2관 정관의 작성 ······························································································· 59
[1] 정관의 의의 ·································································································· 59
???? 정관의 개념/ 59 ???? 정관의 기재사항/ 59
[2] 절대적 기재사항과 수권자본제 ········································································ 59
???? 절대적 기재사항/ 59 ???? 수권자본제도/ 60
[3] 변태설립사항(제290조) ··················································································· 60
???? 발기인의 특별이익(제1호)/ 61 ???? 현물출자(제2호)/ 61 ???? 재산인수(제3호)/ 62
???? 설립비용 및 발기인의 보수(제4호)/ 64
[4] 정관의 효력발생 ···························································································· 65
제3관 재산적 기초의 형성과 기관의 구성 ······························································· 65
[1] 주식발행사항의 결정 ······················································································ 65
[2] 발기설립 ······································································································· 66
???? 발기인의 주식인수/ 66 ???? 출자의 이행/ 66 ???? 기관의 구성/ 67
???? 설립경과의 조사/ 68 ???? 변태설립사항의 조사/ 68
[3] 모집설립 ······································································································· 70
???? 발기인의 주식인수/ 70 ???? 주주의 모집/ 70 ???? 모집주주의 주식인수/ 70
???? 출자의 이행/ 72 ???? 기관의 구성/ 73 ???? 설립경과의 조사/ 74
???? 변태설립사항의 조사/ 74
[4] 발기설립과 모집설립의 비교 ············································································ 75
제4관 설립등기 ···································································································· 75
제5관 가장납입 ···································································································· 76
???? 의 의/ 76 ???? 유 형/ 76 ???? 회사설립의 효력에 미치는 영향/ 77
???? 발기인 등의 책임/ 77 ???? 신주발행 시 회사자금에 의한 주식취득/ 78
제6관 설립관여자의 책임 ······················································································ 78
[1] 서 언 ··········································································································· 78
[2] 발기인의 책임 ······························································································· 79
???? 회사성립 시의 책임 / 79 ???? 회사불성립 시의 책임/ 83
[3] 기타 설립관여자의 책임 ·················································································· 84
[4] 유사발기인의 책임 ························································································· 84
제7관 설립의 무효 ······························································································· 85
[1] 서 언 ··········································································································· 85
???? 개 관/ 85 ???? 다른 개념과의 구별/ 86
[2] 설립무효의 소 ······························································································· 86
???? 무효의 원인/ 86 ???? 소의 제기 및 절차/ 86 ???? 판 결/ 86
[3] 사실상의 회사 ······························································································· 87
제3절 주식과 주주
제1관 주 식 ········································································································ 88
[1] 주식의 의의 ·································································································· 88
???? 개 념/ 88 ???? 주식의 이중적 의미/ 88
[2] 액면주식과 무액면주식 ··················································································· 88
???? 의 의/ 88 ???? 무액면주식의 기능/ 89 ???? 무액면주식의 발행/ 89
???? 액면주식과 무액면주식의 전환/ 90
[3] 종류주식 ······································································································· 91
???? 개 설/ 91 ???? 이익배당·잔여재산분배에 관한 종류주식/ 92
???? 의결권의 배제·제한에 관한 종류주식/ 93 ???? 상환주식/ 95 ???? 전환주식/ 99
제2관 주주·주주권 ······························································································ 103
[1] 의 의 ········································································································· 103
[2] 주주의 권리 ································································································ 103
???? 의 의/ 103 ???? 근거 및 제한/ 104 ???? 권리의 분류/ 104
[3] 주주평등의 원칙 ·························································································· 105
???? 의 의/ 105 ???? 법적 근거/ 105 ???? 위반의 효과/ 105 ???? 예 외/ 106
[4] 주주의 의무 - 출자의무 ··············································································· 106
[5] 주식불가분의 원칙과 주식의 공유 ·································································· 106
???? 주식의 불가분성/ 106 ???? 주식의 공유/ 106
[6] 타인명의에 의한 주식인수의 법률관계 ···························································· 107
???? 주금의 납입의무/ 107 ???? 주주의 확정/ 107
제3관 주권과 주주명부 ······················································································· 109
[1] 주권(株券) ··································································································· 109
???? 의 의/ 109 ???? 주권의 성질/ 109 ???? 주권의 발행/ 109
???? 주권의 불소지제도/ 111 ???? 주권의 상실과 재발행/ 113 ???? 주권의 전자등록/ 114
[2] 주주명부 ····································································································· 115
???? 의 의/ 115 ???? 기재사항 및 비치·공시/ 115 ???? 주주명부의 효력/ 116
???? 주주명부의 폐쇄와 기준일/ 118
제4관 주주권의 변동 ·························································································· 120
[1] 주식의 양도 ································································································ 120
???? 의 의/ 120 ???? 주식의 양도성과 그 제한/ 120 ???? 주식의 양도방법/ 121
???? 명의개서(주식양도의 대항요건)/ 122 ???? 주권의 선의취득/ 126
[2] 법령에 의한 주식양도의 제한 ········································································ 127
???? 권리주의 양도제한/ 127 ???? 주권발행전주식의 양도제한/ 128
???? 자기주식취득의 제한/ 133 ???? 주식상호소유의 제한/ 139
???? 주식취득의 통지의무/ 144
[3] 정관에 의한 주식양도의 제한 ········································································ 145
???? 의 의/ 145 ???? 제한의 요건/ 145 ???? 제한의 방법/ 145 ???? 적용범위/ 146
???? 양도승인의 절차/ 146
???? 양도승인 거부의 후속 절차 - ?양도상대방 지정 청구? 또는 ?주식매수청구?/ 147
???? 승인 없는 양도의 효력 - 상대적 무효/ 150
[4] 주주간의 양도제한 약정 ················································································ 150
[5] 주식에 대한 담보설정 ··················································································· 151
???? 담보설정의 자유 및 제한/ 151 ???? 주식의 입질/ 152 ???? 주식의 양도담보/ 155
[6] 주식의 소각·분할·병합 ·················································································· 156
???? 총 설/ 156 ???? 주식의 소각/ 156 ???? 주식의 분할/ 158 ???? 주식의 병합/ 160
제4절 주식회사의 기관
제1관 기업지배구조 ···························································································· 161
???? 기관의 의의/ 161 ???? 우리나라 주식회사 기관의 기본적 구조/ 161
???? 기관에 관한 규정의 강행성/ 162
제2관 주주총회 ·································································································· 162
[1] 의 의 ········································································································· 162
[2] 주주총회의 권한 ·························································································· 162
???? 권한의 범위/ 162 ???? 권한의 전속성/ 163
[3] 주주총회의 소집 ·························································································· 164
???? 소집권자/ 164 ???? 회의의 목적사항/ 166 ???? 소집의 통지/ 166
???? 주주총회의 시기 및 일시·장소/ 168 ???? 주주제안권/ 169
???? 소집의 철회·변경/ 171 ???? 연기와 속행/ 172 ???? 소집절차상 하자의 치유/ 173
???? 검사인의 선임/ 173
[4] 주주의 의결권 ····························································································· 174
???? 의 의/ 174 ???? 의결권의 수/ 174 ???? 의결권의 제한/ 174
???? 의결권의 불통일행사/ 176 ???? 의결권의 대리행사/ 178
???? 서면투표와 전자투표/ 180 ???? 의결권 행사에 관한 주주간 계약 ? 의결권구속계약/ 182
[5] 주주총회의 의사진행 ···················································································· 182
???? 서 언/ 182 ???? 의 장/ 182
[6] 주주총회 결의 ····························································································· 183
???? 의 의/ 183 ???? 결의의 방법/ 183 ???? 결의의 요건/ 184
???? 정족수의 계산/ 185 ???? 의사록/ 187
[7] 주요 특별결의사항 ······················································································· 187
???? 영업의 양도와 양수/ 187 ???? 중요재산의 처분 또는 담보제공/ 188
???? 영업의 임대·경영위임, 손익공동계약 등/ 189 ???? 간이영업양도 등/ 189
t 사후설립/ 190
[8] 반대주주의 주식매수청구권 ··········································································· 191
???? 의 의/ 191 ???? 법적 성질/ 191 ???? 요 건/ 191 ???? 절 차/ 192
???? 효 과/ 193 ???? 매수주식의 처분/ 194 ???? 채권자의 보호/ 194
i 주식매수청구의 실효/ 194
[9] 주주총회결의의 하자 ···················································································· 194
???? 총 설/ 194 ???? 결의취소의 소/ 195 ???? 결의무효확인의 소/ 200
???? 결의부존재확인의 소/ 202 ???? 부당결의 취소·변경의 소/ 204
???? 주주총회결의 관련 소송과 소송물/ 204 ???? 후속행위 관련 소송과의 관계/ 205
[10] 종류주주총회 ····························································································· 206
???? 의 의/ 206 ???? 종류주주총회의 결의가 필요한 경우/ 207 ???? 결의요건/ 207
???? 소집과 운영/ 208 ???? 결의의 하자를 다투는 방법/ 208
???? 종류주주총회결의 흠결의 효과/ 208
제3관 이사·이사회·대표이사 ················································································· 209
[1] 개 관 ········································································································· 209
[2] 이 사 ········································································································· 210
???? 의 의/ 210 ???? 이사의 선임과 퇴임/ 210 ???? 이사의 보수/ 221
???? 주식매수선택권/ 223
[3] 이사회 ········································································································ 227
???? 의 의/ 227 ???? 이사회의 권한/ 228 ???? 이사회의 운영/ 229
???? 이사회결의의 하자/ 234 ???? 이사회 내 위원회/ 235
[4] 대표이사 ····································································································· 236
???? 의 의/ 236 ???? 선정과 퇴임/ 237 ???? 대표이사의 업무집행권/ 238
???? 대표권/ 238 ???? 대표이사의 불법행위/ 242 ???? 공동대표이사/ 243
???? 표현대표이사/ 246
[5] 소규모회사의 관리구조 ················································································· 252
???? 의 의/ 252 ???? 대표권의 귀속/ 252 ???? 이사회 기능의 대체/ 252
???? 감사 기능의 대체/ 252
[6] 이사의 의무 ································································································ 252
???? 선관주의의무와 경영판단의 원칙/ 252 ???? 충실의무/ 254
???? 이사의 감시의무/ 255 ???? 보고의무/ 256 ???? 기업비밀유지의무/ 257
[7] 이사와 회사의 이익충돌방지 ·········································································· 257
???? 경업피지의무/ 257 ???? 자기거래 금지의무/ 260 ???? 회사기회유용 금지의무/ 265
[8] 이사의 책임 ································································································ 267
???? 의 의/ 267 ???? 회사에 대한 손해배상책임/ 268 ???? 제3자에 대한 책임/ 272
???? 업무집행관여자(업무집행지시자 등)의 책임/ 276
[9] 이사의 업무집행에 대한 주주의 직접감독 ························································ 278
???? 개 설/ 278 ???? 유지청구권/ 279 ???? 대표소송/ 281
[10] 집행임원 ··································································································· 286
???? 개 설/ 286 ???? 집행임원의 설치/ 287 ???? 집행임원/ 288
제4관 감사제도(監査制度) ··················································································· 291
[1] 개 설 ········································································································· 291
???? 업무감사와 회계감사/ 291 ???? 감사·감사위원회/ 291
???? 회사 규모에 따른 감사기관 설치 의무/ 292
[2] 감 사 ········································································································· 292
???? 의 의/ 292 ???? 선임 및 종임/ 293 ???? 겸직제한/ 294 ???? 감사의 권한/ 294
???? 감사의 의무/ 297 ???? 감사의 책임/ 297
[3] 감사위원회 ································································································· 298
???? 개 설/ 298 ???? 감사위원회의 설치 및 구성/ 298 ???? 감사위원회의 운영/ 299
???? 감사위원회의 권한·의무·책임/ 299
[4] 상장회사의 특례 ·························································································· 299
???? 회사 규모에 따른 상장회사의 감사기관의 설치의무/ 299 ???? 상근감사/ 300
???? 감사위원회/ 300
제5관 준법통제(준법통제기준 및 준법지원인) ························································ 301
???? 의 의/ 301 ???? 준법지원인/ 301
제5절 자본금의 변동
제1관 서 설 ······································································································ 302
제2관 신주발행 ·································································································· 302
[1] 개 설 ········································································································· 302
???? 신주발행의 의의/ 302 ???? 신주발행과 회사설립 시 주식발행의 비교/ 303
[2] 신주인수권 ·································································································· 304
???? 의 의/ 304 ???? 추상적 신주인수권/ 304 ???? 구체적 신주인수권/ 309
[3] 액면미달발행 ······························································································· 313
[4] 발 행 - 신주발행일정 ·················································································· 314
???? 발행사항의 결정/ 314 ???? 발행의 절차/ 315 ???? 신주발행의 효력발생/ 319
???? 이사의 책임/ 320
[5] 위법·불공정한 신주발행에 대한 구제수단 ························································ 322
???? 신주발행유지청구권/ 322 ???? 신주발행무효의 소/ 324
???? 불공정한 가액으로 인수한 자의 책임/ 329
제3관 자본금의 감소 ·························································································· 330
[1] 의 의 ········································································································· 330
[2] 감자의 구분 ································································································ 330
???? 실질감자와 명목감자(액면주식을 발행한 경우)/ 330
???? 결손보전감자와 통상의 감자/ 331
[3] 자본금 감소의 방법 ······················································································ 331
[4] 자본금 감소의 절차 ······················································································ 332
[5] 감자무효의 소 ····························································································· 334
???? 의 의/ 334 ???? 다른 소와의 관계/ 334 ???? 소의 제기 및 절차/ 334
???? 판결의 효력/ 335
제6절 사 채(社債)
[1] 총 설 ········································································································· 336
???? 사채의 의의/ 336 ???? 주식과의 비교/ 336 ???? 사채의 종류/ 337
[2] 사채의 발행 ································································································ 337
???? 사채발행의 방법/ 337 ???? 사채발행의 절차/ 338
[3] 사채의 유통 ································································································ 339
???? 채권(債券)(=사채권)/ 339 ???? 사채원부/ 340 ???? 양도·입질/ 340
[4] 사채의 원리금상환 ······················································································· 341
???? 이자와 이권(利券)/ 341 ???? 사채의 상환/ 341 ???? 시 효/ 342
[5] 사채 관련 기구 ···························································································· 342
???? 사채관리회사/ 342 ???? 사채권자집회/ 345 ???? 사채관리 관련자의 보수·비용/ 347
[6] 특수한 사채 ································································································ 348
???? 전환사채/ 348 ???? 신주인수권부사채/ 352 ???? 기타의 특수사채/ 356
제7절 회사의 회계
제1관 총 설 ······································································································ 358
???? ?회사의 회계?의 의의/ 358 ???? ?회사의 회계?의 목적과 기능/ 358
제2관 재무제표 및 영업보고서 ············································································· 359
[1] 의의와 종류 ································································································ 359
???? 재무제표/ 359 ???? 영업보고서/ 360
[2] 재무제표의 승인절차 ···················································································· 360
???? 재무제표·영업보고서의 작성 및 이사회 승인/ 360 ???? 감 사(監査)/ 360
???? 재무제표 등의 비치·공시/ 360 ???? 재무제표의 승인/ 361
제3관 준비금 ····································································································· 362
[1] 총 설 ········································································································· 362
[2] 법정준비금 ·································································································· 362
???? 종 류/ 362 ???? 법정준비금의 적립/ 363 ???? 법정준비금의 사용/ 363
???? 법정준비금의 감소/ 366
[3] 임의준비금 ·································································································· 366
제4관 이익배당 ·································································································· 366
[1] 총 설 ········································································································· 366
[2] 협의의 이익배당(금전배당) ············································································ 367
???? 의 의/ 367 ???? 이익배당의 요건?배당가능이익/ 367 ???? 이익배당의 확정/ 367
???? 이익배당의 기준/ 368 ???? 이익배당금의 지급/ 369 ???? 위법배당의 효과/ 369
[3] 현물배당 ····································································································· 371
???? 의 의/ 371 ???? 현물의 범위/ 371 ???? 요 건/ 371 ???? 현물배당의 제한/ 371
[4] 주식배당 ····································································································· 372
???? 의의 및 성질/ 372 ???? 주식배당의 요건/ 373 ???? 주식배당의 절차/ 374
???? 주식배당의 효과/ 374 ???? 주식배당에 관한 특수 문제/ 375
???? 위법한 주식배당의 효과/ 376 ???? 이사 등의 책임/ 376
[5] 중간배당 ····································································································· 376
???? 의 의/ 376 ???? 특 성/ 377 ???? 요 건/ 377 ???? 배당의 제한/ 378
???? 이사의 책임/ 378 ???? 채권자의 반환청구/ 378 ???? 기타의 법률관계/ 378
제5관 재무제표 등의 공시와 주주·채권자의 권리 ···················································· 379
[1] 서 설 ········································································································· 379
[2] 공시제도 ····································································································· 379
???? 정관 등 서류의 열람청구/ 379 ???? 재무제표 등의 공시/ 379
???? 대차대조표의 공고/ 379
[3] 재무관련 소수주주권 ···················································································· 380
???? 주주의 회계장부열람권/ 380 ???? 검사인선임청구권/ 381
제6관 주주권행사와 관련한 이익공여금지 ······························································ 382
???? 의 의/ 382 ???? 금지내용/ 382 ???? 위반의 효과/ 383
제8절 정관의 변경
[1] 의 의 ········································································································· 384
[2] 정관변경의 절차 ·························································································· 384
[3] 정관변경의 효력발생 ···················································································· 384
제9절 회사의 조직개편
제1관 합 병 ······································································································ 385
???? 합병의 절차/ 385 ???? 합병의 효과/ 389
???? 특수절차(간이합병과 소규모합병)/ 389 ???? 합병의 무효/ 392
???? 합병비율의 불공정/ 392
제2관 회사분할 ·································································································· 394
[1] 총 설 ········································································································· 394
???? 의 의/ 394 ???? 회사분할의 경제적 효용/ 394
[2] 분할의 유형 ································································································ 395
???? 단순분할과 분할합병/ 395 ???? 인적분할과 물적분할/ 396
???? 존속분할과 소멸분할/ 396 ???? 해산회사의 분할 제한/ 396
???? 회사분할 관련 각 회사의 호칭/ 397
[3] 분할과 채권자보호 ······················································································· 397
???? 개 관/ 397 ???? 연대책임/ 398 ???? 채권자보호절차/ 400
[4] 분할절차 ····································································································· 401
???? 분할계획·분할합병계약/ 402 ???? 분할의 공시/ 402 ???? 분할결의/ 402
???? 주주부담 가중을 위한 특별절차/ 403 ???? 채권자보호절차/ 404 ???? 사후공시/ 404
???? 단순분할에서의 회사 설립/ 404
[5] 분할의 등기 ································································································ 404
[6] 분할의 효과 ································································································ 404
???? 권리와 의무의 이전/ 404 ???? 분할회사의 채무에 대한 연대책임/ 405
???? 주식의 귀속/ 405
[7] 분할의 무효 ································································································ 405
제3관 주식의 포괄적 교환과 이전 ········································································ 406
[1] 주식의 포괄적 교환 ······················································································ 406
???? 의 의/ 406 ???? 절 차/ 406 ???? 특수절차(간이교환과 소규모교환)/ 408
???? 효 과/ 409 ???? 주식교환무효의 소/ 411
[2] 주식의 포괄적 이전 ······················································································ 411
???? 의 의/ 411 ???? 절 차/ 412 ???? 간이주식이전과 소규모주식이전/ 413
???? 모회사설립과 주식이전/ 413 ???? 주식이전무효의 소/ 414
제4관 주식의 강제매도·매수 청구 ········································································· 415
[1] 지배주주의 주식매도청구권 ··········································································· 415
???? 의 의/ 415 ???? 주식매도청구권의 당사자/ 415
???? 주식매도청구권의 행사요건/ 416 ???? 주식매도청구권 행사의 효과/ 416
[2] 소수주주의 주식매수청구권 ··········································································· 417
???? 의 의/ 417 ???? 주식매수청구권 행사의 효과/ 417
제3장 주식회사 이외의 회사
제1절 유한회사
[1] 총 설 ········································································································· 421
???? 유한회사의 의의/ 421 ???? 유한회사의 특성/ 421
[2] 설 립 ········································································································· 422
???? 설립절차/ 422 ???? 설립에 관한 책임/ 423 ???? 설립의 무효와 취소/ 424
[3] 사원 및 지분 ······························································································· 424
???? 사 원/ 424 ???? 지 분/ 425
[4] 회사의 권리 ································································································ 426
???? 회사의 기관/ 426 ???? 회사의 회계/ 429
[5] 정관의 변경 ································································································ 429
???? 자본금의 증가/ 429 ???? 자본금의 감소/ 431 ???? 증자·감자의 무효/ 431
제2절 합명회사
[1] 총 설 ········································································································· 432
[2] 회사의 설립 ································································································ 432
???? 설립절차/ 432 ???? 설립의 무효와 취소/ 433
[3] 내부관계 ····································································································· 434
???? 사원의 출자의무/ 434 ???? 업무집행/ 435 ???? 의사결정/ 436
???? 회사와 사원의 이익충돌방지/ 437 ???? 손익의 분배/ 437 ???? 지 분/ 437
???? 사원의 변동/ 439
[4] 외부관계 ····································································································· 441
???? 회사의 대표/ 441 ???? 사원의 책임/ 442
제3절 합자회사
[1] 의 의 ········································································································· 444
[2] 회사의 설립 ································································································ 444
[3] 내부관계 ····································································································· 444
???? 출 자/ 444 ???? 업무의 집행과 감시/ 444 ???? 경업·자기거래의 허용여부/ 445
???? 지분의 양도/ 445 ???? 사원의 변동/ 446
[4] 외부관계 ····································································································· 446
???? 회사의 대표/ 446 ???? 사원의 책임/ 446
제4절 유한책임회사
[1] 총 설 ········································································································· 448
[2] 설 립 ········································································································· 448
???? 개 관/ 448 ???? 설립절차/ 449 ???? 설립의 무효·취소/ 449
[3] 내부관계 ····································································································· 450
???? 업무집행/ 450 ???? 회 계/ 451 ???? 정관변경/ 452
???? 지분의 양도와 사원의 변동/ 452
[4] 외부관계 ····································································································· 454
???? 회사의 대표/ 454 ???? 사원의 책임/ 455

??참고문헌 ?
이철송 회사법 제22판
송옥렬 상법강의 제4판
정찬형 상법강의(상) 제17판
정찬형 상법강의(하) 제17판
정찬형 상법강의요론 제13판
임재연 회사법 Ⅰ, Ⅱ 개정 2판
김건식·노혁준·천경훈 교수님 회사법 제2판

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