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In my opinion, an Electronic Stock Certificate System must be an epoch-making one which cannot compare with the existing Stock Certificate System. However, This System can tarnish the original meaning when it has an immature of a prior condition. I think whether This System succeeds or not depends on a reasonable understanding about an Electronic Stock Certificate in the public- a stockholder, the investing public, a company and the Government. This Paper examined a theory of legislation in case of introduction of an Electronic Stock Certificate in Korea. it inquired into the purposes, forms, articles and what not of legislation, and namely examined the articles of legislation in case of introduction of an Electronic Stock Certificate system. Also, it looked into the clausal amendment of commercial law, a revision of the law about an Electronic Stock Certificate, the necessity of an unitary Special law. It inquired into a stability of electronic system and into a bona fide offering, a stockholder list, a company bond, a Registration service and procedure, an electronic register, and CSD which was the main clause of enactment of a law in case that an unitary special law was enacted that connected with an Electronic Stock Certificate.