理事의 責任

Since korean commercial code enacted on 20 Jan 1962 and formally took effect on 1 Jan 1963. Korean commecial code introduced the authorized capital system and adopted the board of directors system of anglo-american law. As a result, the competence of the general meeting of shareholders was decreased and Korean commercial code delivered the powerful executive compentence on the board of directors. The directors, as a member of the board of directors, make a decision on the business and affairs of their corporation and supervise on the execution of corporate affairs, or as a representative director manage the corporate business or affairs. In korean commercial code directors, who are delegate of corporation in mandatory relationship, exercise powers on the management of corporate business, and owe various duties to their corporation as an entity and sometimes to the community(the shareholers, the creditors, etc) of corporate interests. Directors’ duties are to act ultra vires and within their respective authority, and to exercise reasonable care and diligence, and to observe statutes and memorandom of association. Directors can be jointly liable for the breach of their duties. The purpose of this thesis is to study on directors’ liability (to the third party and the corporation) in korean commercial code which is enacted for the well-functioning of the board of directors and rational management of directors, to propose the legal interpretation of some provisions corresponding to our actual circumstances, and to provide the legislative remedy.