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영어

It is difficult to say that the discussion on fiduciary duty in United States has been clearly and concretely summarized. The fiduciary duty discussed in the LLCs in United States is not the fiduciary duty in social relation. It can be understood that the fiduciary duty is just on the dimension of contract between specific parties. The legislative means to resolve this issue is just a legal measure for the simple resolution of economic demand; while the dispute in concrete legal principle is still ongoing. It can be said that the background of such discussion works important on the discussion of fiduciary duty in Korean Limited Liability Company (LLC). At present, there is no clear applicable provision in LLC-related articles in the revised Korean Commercial Code, by which fiduciary duty can be levied on the internal legal relation. Especially, the provision, which can be a basis for fiduciary duty of Limited Liability Company (LLC), is on the ‘duty of care’ in the delegation provision with a company; therefore, an opposition of theories regarding the application of fiduciary duty dis cussed in United States LLC is unavoidable. Therefore, the Limited Liability Company (LLC) provision in current revised Commercial Code has the issue that it cannot deal with the unique characteristic of Limited Liability Company (LLC) and its dispute in legal principle. A representative issue is that current revised Commercial Code does not have a provision on the operating agreement, which enables the change and exemption of internal member’s fiduciary duty in United States Limited Liability Company (LLC) law. The reality is that Limited Liability Company (LLC) was introduced to Korea before such ‘standardization’ process. Therefore, future discussion should deal with the legal property or status related to operating agreement of Limited Liability Company (LLC), which has impact on the “duty based on standard or duty” such as fiduciary duty. Next, the legal principle on the existence of normativity or contractual duty regarding the fiduciary duty of Limited Liability Company (LLC), which gets impact from operating agreement, should be established. It is suggested that the normativity of fiduciary duty, harmonious interpretation on the Limited Liability Company (LLC) with strong contract property and the disputes in legal principle should be sequentially established in Korean corporation law practice.