인문학
사회과학
자연과학
공학
의약학
농수해양학
예술체육학
복합학
DBpia AI
AI 에이전트
AI 아이디어
AI 리더
AI 뷰어
Citeasy
크롬 서지관리 다운로드
지원사업
학술연구/단체지원/교육 등 연구자 활동을 지속하도록 DBpia가 지원하고 있어요.
커뮤니티
연구자들이 자신의 연구와 전문성을 널리 알리고, 새로운 협력의 기회를 만들 수 있는 네트워킹 공간이에요.
초록· 키워드
This paper discusses the concepts and criteria of the transfer of business assets, of which the Korean Commercial Code does not provide the clear meanings, by reviewing several Supreme Court‘s decisions.
In general, business transfer agreement enables the seller to transfer her rights and obligations to the buyer by exchange with the full committed payments. The Supreme Court has repeated as a criterion in the business sales that business property should be transferred as a whole, because individual sale of assets cannot achieve the statutory goal of business property transfer. In another words, the transfer of a business should be treated as a 'Transfer of a business as a going concern' when there is selling or otherwise transferring a business, or part of a business.
In reality, one of the most important and difficult things is how to hold business identity intact. To accomplish the purpose of maintenance of business identity, in a transfer of business, human and material resources should be transferred functionally as a whole. Particularly, if the auction process is involved in the sale of business assets, business debt will not be delegated properly. In case of using the auction process, business transfer may be exploited to avoid business debt. To solve these problematic situations, the Court needs to be more cautious in dealing with actual cases that involve the auction process.
The agreement to “Sale of All Assets Outside the Course of Business” must express explicitly that it is the business transfer agreement or it can be regarded implicitly as the business transfer agreement. Therefore, the court has currently required that the identity of business by delivering human and material resources as a whole should be maintained and business transfer agreement must exist explicitly or implicitly.
#영업양도
#영업
#일체성
#동일성
#재산출자
#현물출자
#고용의 승계
#Transfer of Business Assets
#Business
#Identity
#Payment in Kind
#Succession of Employment
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