[제1장 통 칙]
제1절 회사의 의의
[1] 회사의 개념요소와 이의 현대적 수정 ································································· 3
① 영리성/ 3 ② 법인성/ 4
[2] 1인 회사 ········································································································ 7
①의 의/ 7 ② 회사의 사단성의 폐지/ 7 ③ 1인 회사의 법률관계/ 7
제2절 회사의 종류
① 상법전상의 분류/ 11 ② 이론상의 분류/ 14
제3절 회사의 능력
① 권리능력/ 16 ② 행위능력/ 17 ③ 불법행위능력/ 18
제4절 회사법상의 소
[1] 서 언 ··········································································································· 19
[2] 회사법상의 소의 특색 ····················································································· 19
① 소의 성질/ 19 ② 소의 절차/ 20 ③ 재량기각/ 21 ④ 판결의 효력/ 22
⑤ 패소한 원고의 손해배상책임/ 23 ⑥ 회사소송에서의 가처분/ 23
제5절 합 병
[1] 총 설 ··········································································································· 25
① 합병에 관한 상법의 규정체계/ 25 ② 의 의/ 25 ③ 합병의 본질/ 25
[2] 합병의 제한 ·································································································· 26
[3] 합병의 절차 ·································································································· 26
① 합병계약/ 26 ② 합병계약서 등의 공시/ 27 ③ 합병결의/ 27
④ 채권자보호절차/ 27 ⑤ 신설합병에서의 설립위원 선임/ 27 ⑥ 합병등기/ 28
[4] 합병의 효과 ·································································································· 28
[5] 합병무효의 소 ······························································································· 28
① 총 설/ 28 ② 무효의 원인/ 29 ③ 소송의 당사자 및 제소기간/ 29
④ 무효판결의 효과/ 29
제6절 조직변경
[1] 총 설 ··········································································································· 31
① 의 의/ 31 ② 유 형/ 31
[2] 각 유형별 검토 ······························································································ 31
① 합명회사와 합자회사 사이의 조직변경/ 31
② 주식회사와 유한회사 사이의 조직변경/ 32
③ 주식회사와 유한책임회사 사이의 조직변경/ 33
[3] 등기 및 효력발생시기 ····················································································· 33
[4] 조직변경의 무효 ···························································································· 33
제7절 해산과 청산
[1] 해 산 ··········································································································· 34
① 해산의 의의/ 34 ② 해산사유/ 34 ③ 해산명령과 해산판결/ 35
④ 휴면회사의 해산의제/ 37 ⑤ 해산의 공시/ 37 ⑥ 해산의 효과/ 38
[2] 청 산 ··········································································································· 38
① 총 설/ 38 ② 임의청산/ 39 ③ 법정청산/ 39
제8절 회사의 계속
① 의 의/ 44 ② 각 회사별 회사의 계속/ 44 ③ 계속등기/ 45 ④ 계속의 효과/ 45

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