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영어

We tide over a difficult situation, IMF as a radical economic change. we try to Artificial Reformation of Corporate Governance for the existence of a Korean Enterprise. Not only our country, but also all countries of the world, keep pace with dramatic change of International Economics, concentrate their efforts on reformation and innovation of various system of every countries, especially Institution and Law in relation of Corporate Law. And also various system of former days are now changing by a trend of the times and each countries present the economic operation policy of their own. Get born on United States, Limited Liability Company is a devised Corporate Entity for the Relevance to Economic Needs of Corporate Constituencies. In America like a Major Economic Power, gives every facility for attracting enterprise. Especially, in Delaware, Corporate Law gives wide Discretionary Powers to parties for the efficient control of contract between Shareholder and Corporation. what is called the realization of Private Ordering, respects party's rights. And salient tendency of Private Ordering is the evidence of Limited Liability Company. Thus, LLC system of United States take aim at realize the efficiency of Private Ordering. This efficiency of LLC system is connected Legislation of Japan, I t established Japanized LLC in 2005, with Modernization Plan of Japan Corporate Law. Limited Liability as a merit of corporations, flexible manage the inner parts of Partnership and a tax privilege, receive recognition that Institutional Availability, utilization is revitalized, after that politic invitation is legislated in Japan, recently. As a matter of fact, there are in substantial agreement between LLC of United States and Japanized LLC, except for a slice of tax parts. However, Limited Liability, Private Ordering and a tax privilege as a trait of the LLC system is suitable to recognition that Institutional Availability. But at the time of Legislation, we don't have to passing over forecasting that these good traits can make bad effects of system, by being a Double-Edged Sword. It is easy to forecast the damage of the Third Parties, as like the Creditor of Corporation by abusing of Limited Liability, in the same manner with Corporation. In Proposals to Amend Comercial Law, Rules in relation to the Third Parties by Mandatory Rules apply the Provision and Rule Regulating Corporations, but it would be enough to use to make indistinct the Scope of Liability by abuse legislation with LLC system's trait, be controled by Private ordering. At the time of Legislation of LLC, at first, company have necessary to clear up the Scope of Liability to the Third Parties, To find the way to protect the Third Parties as the Creditor of Corporation is the object of this inquiry.