정책적 관점에서 살펴본 신외감법의 도입과 유한책임회사

초록

The Act on External Audit of Stock Comp anies, which was amended in 2017 (hereinafter referred to as the ‘New External Audit Act’) stip ulates an external audit system for limited comp anies that meet certain conditions as well as stock companies. Due to the enforcement of the New External Audit Act, limited liability companies were included in the subject of external audit, and some limited companies changed their organization to limited liability companies. If the organization is changed from a limited company to a limited liability company, it is not subject to the New External Audit Act, and the obligation to undergo external audit is eliminated. Therefore this study intends to provide policy suggestions to supplement the system by analyzing some cases of conversion to a limited liability company due to the enforcement of the New External Audit Act. This study first examines the purpose of introducing a limited liability company under the Commercial Act and the legislative purpose of the New External Audit Act. And this study reviews the regulations related to external audit and disclosure obligations of stock companies and limited companies. In addition, the status of organizational change of a limited liability company in Korea is identified and cases of organizational change into a limited company in the past are checked. Finally this study intends to present policy suggestions that complement the system of the New External Audit Act. Contrary to the original purpose of legislation in which limited liability companies were introduced in the Commercial Act, large-scale enterprises changed from limited companies or stock companies tolimited liability companies. In addition, it was confirmed that the organizational change from a stock company to a limited company was significant even before the introduction of the New External Audit Act. These results imply that many companies use organizational change to reduce the burden on external audits. With the introduction of the New External Audit Act, limited companies have been required to disclose their audit reports from 2020. The revision of the New External Audit Act can be said to be positive in that the accounting transparency of the limited company is improved. However if some limited companies use organizational change to a limited liability company, the original purpose of legislation of the New Foreign Exchange Act may lose its meaning. In this respect this study is expected to provide important implications in that it suggests a systematic supplementary point for the problem of avoiding external audits through organizational change.

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