2026년 03월 17일 출간 | ISBN : 112426437X | 524쪽 | 규격外 | 12판

제1장 총 설 ························································· 3 제1절 회사의 경제적 기능 ··························································· 3 제2절 회사법의 개념 ··································································· 3 제3절 회사법의 특성 ··································································· 4 제2장 회사법 통칙 ·················································· 5 제1절 회사의 개념 ··································································· 5 제1관 회사의 의의 ································································· 5 제2관 회사의 종류 ································································ 10 제3관 회사의 설립 ································································ 12 제4관 회사의 능력 ································································ 15 ◈ 연습문제 01 ◈ ········································································ 17 제2절 회사의 구조조정(합병·분할·조직변경) ··································· 24 제1관 총 설 ······································································· 24 제2관 회사의 합병 ································································ 24 제3관 주식회사의 분할 ··························································· 34 제4관 회사의 조직변경 ··························································· 41 ◈ 연습문제 02 ◈ ········································································ 44 제3절 회사의 해산과 청산 ·························································· 52 제1관 해 산 ······································································· 52 제2관 청 산 ······································································· 58 ◈ 연습문제 03 ◈ ········································································ 63 제3장 주식회사 ···················································· 66 제1절 주식회사의 의의 ······························································ 66 제2절 주식회사의 설립 ······························································ 69 제1관 총 설 ······································································· 69 제2관 실체형성절차 ······························································· 74 제3관 설립등기 ··································································· 89 제4관 설립무효(무효) ···························································· 90 제5관 설립에 관한 책임 ·························································· 93 ◈ 연습문제 04 ◈ ········································································ 95 제3절 주식과 주주 ································································· 105 제1관 주 식 ····································································· 105 제2관 주 주 ····································································· 115 제3관 주권과 주주명부 ·························································· 118 제4관 주식의 양도 ······························································ 125 제5관 주식매수선택권 ··························································· 145 제6관 주식의 담보 ······························································ 148 제7관 주식의 소각 ······························································ 151 제8관 주식의 분할 ······························································ 152 제9관 주식의 포괄적 교환 및 이전 ··········································· 154 제10관 지배주주에 의한 소수주식의 전부 취득 ····························· 163 ◈ 연습문제 05 ◈ ····································································· 166 제4절 기 관 ········································································ 204 제1관 총 설 ····································································· 204 제2관 주주총회 ·································································· 204 제3관 이사회·대표이사·집행임원 ············································· 248 제4관 감사·감사위원회·검사인 ··············································· 320 ◈ 연습문제 06~08 ◈ (중략) 제5절 상장회사의 특례 ···························································· 331 제6절 소규모회사의 특례 ·························································· 351 제7절 자본금의 증감 ······························································ 358 제8절 정관의 변경 ································································· 379 제9절 주식회사의 회계 ···························································· 393 제10절 사 채 ········································································ 417 제4장 합명회사 ···················································· 447 제1절 총 설 / 제2절 설 립 / 제3절 기 구 / 제4절 사원의 입사와 퇴사 / 제5절 정관변경 제5장 합자회사 ···················································· 468 제1절 총 설 / 제2절 설 립 / 제3절 기 구 / 제4절 사원의 입사와 퇴사 / 제5절 정관변경 제6장 유한책임회사 ··············································· 479 제1절 의의 / 제2절 설 립 / 제3절 내부관계 / 제4절 외부관계 / 제5절 사원의 가입 및 탈퇴 / 제6절 회계 등 / 제7절 해 산 / 제8절 조직변경 / 제9절 청 산 제7장 유한회사 ···················································· 500 제1절 총 설 / 제2절 설 립 / 제3절 사원의 지위 / 제4절 회사의 기관 / 제5절 정관의 변경 제8장 외국회사 ···················································· 520

2027년판(제12판) 머리말 「세무사 상법」 제12판(2027년판)을 출간하게 되었습니다. 이번에도 이전 판들을 작업할 때처럼 역시 수험생들의 합격에 도움이 되는 교재를 만들겠다는 마음으로 개정 작업에 정성을 기울였습니다. 2025년에 상법개정이 두 차례 있었고, 2026년에 3차 개정이 있었습니다. 이에 따라 개정판을 출간하게 되었습니다. 이번 『2027년판(제12판) 세무사 상법(회사법)』을 작업하면서 중점을 둔 부분은 다음과 같습니다. 개정 상법의 주요 내용은 다음과 같습니다. Ⅰ.[법률 제20991호, 2025.7.22., 일부개정] 1.이사의 충실의무 대상으로 주주를 추가하고, 이사가 직무수행에 있어 총주주의 이익을 보호하여야 하고, 전체 주주의 이익을 공평하게 대우하도록 함(제382조의3 제1항·제2항 신설). 2.상장회사가 선임하는 사외이사의 명칭을 “독립이사”로 변경하고, 의무선임비율을 1/4에서 1/3로 상향 조정함(제542조의8 등). 3.일정한 상장회사가 의무적으로 설치하여야 하는 감사위원회위원의 선임·해임에 있어, 최대주주의 발행주식총수의 3% 초과 소유 여부를 항상 특수관계인 등과 합산하여 판단하도록 함(제542조의12 제4항·제7항). 4.상장회사가 소집지에서의 총회와 병행하여 전자주주총회를 개최할 수 있도록 하고, 자산 규모 등을 고려하여 대통령령으로 정하는 상장회사는 전자주주총회의 병행 개최를 의무화함(제542조의14 신설 등). Ⅱ. [법률 제21044호, 2025.9.9., 일부개정] 1.대규모 상장회사의 경우 이사 선임과정에서 집중투표제 도입(제542조의7), 2.대규모 상장회사의 분리선출되는 감사위원인 이사의 수를 확대(2명) 함(제542조의12 등). Ⅲ. [법률 제21448호, 2026.3.6., 일부개정] 1.자기주식에 의결권 또는 배당을 받을 권리 등이 부여되지 아니함을 명시함(제341조의3 제1항). 2.자기주식을 교환 또는 상환 대상으로 하여 사채를 발행하지 못하도록 함(제341조의3 제2항). 3.자기주식은 질권의 목적으로 하지 못하도록 함(제341조의3 제3항). 4.회사가 자기주식을 취득하는 경우 취득일로부터 1년 이내에 원칙적으로 소각하도록 함(제341조의4 제1항). 5.임직원 보상 등 일정한 사유가 있어 회사가 작성한 자기주식보유처분계획이 매년 주주총회의 승인을 받은 경우에는, 그 승인된 계획에 따라 자기주식을 예외적으로 보유 또는 처분할 수 있게 함(제341조의4 제2항 및 제3항). 6.회사가 자기주식을 처분하는 때에는 각 주주에게 그가 가진 주식 수에 따라 균등한 조건으로 처분하도록 하고, 임직원 보상 또는 우리사주제도 실시 등 일정한 사유가 인정되는 경우에는 주주 외의 자에게 처분할 수 있게 함(제342조 제1항부터 제3항까지). 7.회사가 자기주식을 처분하는 때에는 그 성질에 반하지 아니하는 범위 내에서 신주 발행절차를 준용함(제342조 제4항). 8.회사가 취득한 모든 자기주식은 이사회의 결의로써 소각할 수 있음을 명문화함(제343조 제1항 단서). 9.회사의 합병?분할시 자기주식에 분할신주를 배정하지 못하도록 함(제529조의2 및 제530조의13). 10.자기주식보유처분계획 승인 없이 자기주식을 취득일로부터 1년 이내에 소각하지 아니하거나 또는 자기주식보유처분계획의 내용에 위반하여 자기주식을 보유?처분한 경우, 이사 개인에 대하여 5천만원 이하의 과태료를 부과함(제635조 제3항 제9호?제10호). 11.이 법 시행 전에 회사가 취득?보유하고 있는 기존 자기주식에 대하여도 동일하게 기준일로부터 1년 이내 소각의무를 부과하고, 기존 직접취득 자기주식의 기준일을 이 법 시행일로부터 6개월이 경과한 날로 설정하는 한편, 외국인 투자 등이 제한되는 회사에 대한 예외를 규정함(부칙 제2조). 개정판은 개정법률을 충실히 반영하였으며, 기출문제를 개정법률에 맞춰서 수정하였습니다. 이 책이 수험생 여러분의 고득점에 도움이 되기 바라며 개정판 출간을 위하여 고생하신 법학사 이재철 사장님께 감사드립니다. 2026년 3월 7일 편저자 문승진 올림