미국 LLC법상 몇 가지 쟁점에 관한 고찰

A Study on Several Key Issues in U.S. LLC Law

In general, a Limited Liability Company(LLC) is a relatively new form of business entity and combines the organizational flexibility and pass-through tax treatment of a partnership with the limited liability protection of a corporation. According to the recent academic researches, there are some theoretical confusion surrounding Uniform Limited Liability Company Act(ULLCA, 1996) and Revised Uniform Limited Liability Company Act(RULLCA, 2006) in U.S., however, it will be somewhat meaningful to examine several detailed key issues in U.S. LLC law for reasonable construction and application of LLC provisions modelled after U.S. law which is coming into force from April 2012 under the Commercial Code in Korea. In chapter Ⅱ, with the problem that the rules governing LLC may vary depending on whether the entity is member-managed or manger-managed, the matter of positional agent power is treated through reviewing the conflicting opinion between ULLCA and RULLCA. In chapter Ⅲ and Ⅳ, the question of fiduciary duty and piercing the LLC veil is discussed and then in chapter Ⅴ, derivative suit is debated seriously by way of taking the focus on the negative stance on the issues of its suitability. Around the effectivation of the provisions authorizing LLC in Korea, this humble article dealing with several key issues on U.S. LLC mentioned above would hope to be a little help to develop LLC legal system in the future.