상법상 회사회계규정에 대한 소고 (A Legal Study on Corporate Accounting Rules)

서지정보

· 발행기관 : 성균관대학교 법학연구원
· 수록지 정보 : 성균관법학 / 23권 / 2호 / 353 ~ 381페이지
· 저자명 : 최준선, 김춘

초록

The Korean corporate accounting regulations have legal limitations by nature in catching up with the changing accounting procedural trends home and abroad because they are subject to commercial law. That’s why, when it comes to accounting standards, it’s more desirable to follow a generally accepted fair and reasonable accounting practice, and to commit itself to executive orders, an enforcement ordinance, which will ensure a more flexible response to each case that can possibly happen. On the other hand, there are reasons to establish the accounting regulations in commercial law at first. Chief among them are to provide financial information with stake holders and to restrict profit sharing. It’s natural for accounting regulations to adopt the changes in corporate accounting that are happening around the world but they should not go beyond their reasons for existence. But it’s doubtful whether the recent revised regulations are still faithful to their original purposes because they don’t seem to give enough consideration to the possible conflicts that occur while trying to satisfy their own purposes. Seemingly they just tried to embrace the changed financial accounting standards on a full scale.
The issues to be dealt with are as follows: in terms of accounting procedure, it’s unclear whether the K-IFRS can be regarded as a generally accepted accounting practice, which needs a stipulation in the law. And the commercial law should actively engage in accounting principles for small and medium-sized entities so that more reasonable accounting standardse be available in accordance with the size of a business.
Regarding the kinds of financial statements and auditing procedures, in order to avoid confusions in procedure, professional jargons should be unified with the ones used for the Act on External Audit of Stock Companies. A reasonable reconciliation is necessary because the auditing procedures to financial statements are different from the external audit process regulated by the Act on External Audit of Stock Companies. Additionally, to produce consolidated financial statements, a statute auditor of a parent company should be entitled to the right to gain access to the information of its subsidiary companies, which should be stipulated in the Commercial Law.
In terms of profit sharing restrictions, listed companies produce either separate financial statements or individual financial statements according to their status of whether to form consolidated financial statements or not. This double system creates two different standards in calculation procedure and accordingly different concepts in dividend and interests. When two companies with the same profits create different amounts of profits available for dividend, it deserves criticism that the commercial law has lost its fairness in profit-sharing, naturally decreasing its regulatory power, which thus needs revision.
Other issues to resolve include the discrepancy on the concepts of capital between the K-IFRS and the Commercial Law, and the deduction of capital adjustments when calculating profits available for dividend.
Successful handling of the issues mentioned above will make the accounting regulations satisfy their original existential purposes and naturally recover their regulatory power. These are also urgent issues to be resolved for Korean businesses in order to enhance their competitiveness in the global market.

영어초록

The Korean corporate accounting regulations have legal limitations by nature in catching up with the changing accounting procedural trends home and abroad because they are subject to commercial law. That’s why, when it comes to accounting standards, it’s more desirable to follow a generally accepted fair and reasonable accounting practice, and to commit itself to executive orders, an enforcement ordinance, which will ensure a more flexible response to each case that can possibly happen. On the other hand, there are reasons to establish the accounting regulations in commercial law at first. Chief among them are to provide financial information with stake holders and to restrict profit sharing. It’s natural for accounting regulations to adopt the changes in corporate accounting that are happening around the world but they should not go beyond their reasons for existence. But it’s doubtful whether the recent revised regulations are still faithful to their original purposes because they don’t seem to give enough consideration to the possible conflicts that occur while trying to satisfy their own purposes. Seemingly they just tried to embrace the changed financial accounting standards on a full scale.
The issues to be dealt with are as follows: in terms of accounting procedure, it’s unclear whether the K-IFRS can be regarded as a generally accepted accounting practice, which needs a stipulation in the law. And the commercial law should actively engage in accounting principles for small and medium-sized entities so that more reasonable accounting standardse be available in accordance with the size of a business.
Regarding the kinds of financial statements and auditing procedures, in order to avoid confusions in procedure, professional jargons should be unified with the ones used for the Act on External Audit of Stock Companies. A reasonable reconciliation is necessary because the auditing procedures to financial statements are different from the external audit process regulated by the Act on External Audit of Stock Companies. Additionally, to produce consolidated financial statements, a statute auditor of a parent company should be entitled to the right to gain access to the information of its subsidiary companies, which should be stipulated in the Commercial Law.
In terms of profit sharing restrictions, listed companies produce either separate financial statements or individual financial statements according to their status of whether to form consolidated financial statements or not. This double system creates two different standards in calculation procedure and accordingly different concepts in dividend and interests. When two companies with the same profits create different amounts of profits available for dividend, it deserves criticism that the commercial law has lost its fairness in profit-sharing, naturally decreasing its regulatory power, which thus needs revision.
Other issues to resolve include the discrepancy on the concepts of capital between the K-IFRS and the Commercial Law, and the deduction of capital adjustments when calculating profits available for dividend.
Successful handling of the issues mentioned above will make the accounting regulations satisfy their original existential purposes and naturally recover their regulatory power. These are also urgent issues to be resolved for Korean businesses in order to enhance their competitiveness in the global market.

참고자료

· 없음