제 1 편 총 칙
제 1 장 서 론???3
제?1?절? ?상법의?개념 ··································································································3
제?2?절? ?상법의?지위 ································································································12
제?3?절? ?각국의?상법 ································································································22
제?4?절? ?상법의?이념과?특성····················································································29
제?5?절? ?상법의?법원과?효력····················································································36
제 2 장 상 인(기업의 주체)???56
제?1?절? ?상인의?의의 ································································································56
제?2?절? ?상인자격의?취득과?상실·············································································75
제?3?절? ?영업능력······································································································80
제?4?절? ?영업의?제한 ································································································83
제 3 장 상업사용인(기업의 경영보조자)???86
제 4 장 상 호(기업의 명칭)???112
제 5 장 상 업 장 부???139
제 6 장 영 업 소???148
제 7 장 상업등기(기업의 공시)???151
제 8 장 영업양도(기업의 이전)???169

제 2 편 상 행 위
제 1 장 서 론???203
제 2 장 통 칙???213
제?1?절? ?서? ? 설···································································································213
제?2?절? ?민법?총칙편에?대한?특칙 ·········································································213
제?3?절? ?민법?물권편에?대한?특칙 ·········································································219
제?4?절? ?민법?채권편에?대한?특칙 ·········································································225
제?5?절? ?유가증권에?관한?규정 ··············································································254
제?6?절? ?상호계산····································································································256
제?7?절? ?익명조합····································································································265
제?8?절? ?합자조합····································································································277
제 3 장 각 칙???292
제?1?절? ?대?리?상·····································································································292
제?2?절? ?중?개?업·····································································································303
제?3?절? ?위탁매매업································································································312
제?4?절? ?운송주선업································································································326
제?5?절? ?운?송?업·····································································································343
제?1?관? 총? ? 설 ??? 제?2?관? 물건운송 ??? 제?3?관? 여객운송
제?6?절? ?공중접객업································································································391
제?7?절? ?창?고?업·····································································································397
제?8?절? ?금융리스업································································································409
제?9?절? ?가?맹?업·····································································································422
제10절? ?채권매입업·································································································431

제 3 편 회 사
제 1 장 총 설???443
제 2 장 회사법통칙???458
제?1?절? ?회사의?개념 ······························································································458
제?2?절? ?회사의?설립 ······························································································489
제?3?절? ?회사의?기구변경(구조조정)·····································································500
제?4?절? ?회사의?해산?·?청산?·?해산명령(판결)?·?계속·············································547
제 3 장 합 명 회 사???560
제?1?절? ?총? ? 설···································································································560
제?2?절? ?설? ? 립···································································································561
제?3?절? ?기? ? 구···································································································563
제?1?관? 총? ? 설 ??? 제?2?관? 내부관계 ??? 제?3?관? 외부관계
제?4?절? ?기구변경····································································································588
제?1?관? 정관변경 ??? 제?2?관? 사원변경(입사?·?퇴사)???
제?3?관? 합? ? 병 ??? 제?4?관? 조직변경
제?5?절? ?해산과?청산 ······························································································595
제?1?관? 해? ? 산 ??? 제?2?관? 청? ? 산
제 4 장 합 자 회 사???602
제?1?절? ?총? ? 설···································································································602
제?2?절? 설? ? 립 ···································································································603
제?3?절? ?기? ? 구···································································································604
제?1?관? 내부관계 ??? 제?2?관? 외부관계
제?4?절? ?기구변경····································································································610
제?1?관? 정관변경 ??? 제?2?관? 사원변경(입사?·?퇴사)
제?3?관? 합? ? 병 ??? 제?4?관? 조직변경
제?5?절? ?해산과?청산 ······························································································612
제?1?관? 해? ? 산 ??? 제?2?관? 청? ? 산

제 5 장 유한책임회사???613
제?1?절? ?총? ? 설···································································································613
제?2?절? ?설? ? 립···································································································619
제?3?절? ?기? ? 구···································································································622
제?1?관? 총? ? 설 ??? 제?2?관? 내부관계 ??? 제?3?관? 외부관계
제?4?절? ?기구변경····································································································633
제?1?관? 정관변경 ??? 제?2?관? 사원변경(가입〈입사〉?및?탈퇴〈퇴사〉)???
제?3?관? 합? ? 병 ??? 제?4?관? 조직변경
제?5?절? ?회사의?회계 ······························································································638
제?6?절? ?해산과?청산 ······························································································642
제?1?관? 해? ? 산 ??? 제?2?관? 청? ? 산
제 6 장 주 식 회 사???644
제?1?절? ?총? ? 설···································································································644
제?2?절? ?주식회사의?설립·······················································································653
제?1?관? 총? ? 설 ??? 제?2?관? 실체형성절차 ??? 제?3?관? 설립등기 ???
제?4?관? 설립하자(무효)???제?5?관? 설립에?관한?책임
제?3?절? ?주식과?주주 ······························································································704
제?1?관? 주? ? 식 ??? 제?2?관? 주? ? 주 ??? 제?3?관? 주권과?주주명부 ???
제?4?관? 주식의?양도 ??? 제?5?관? 주식의?담보 ??? 제?6?관? 주식의?소각 ???
제?7?관? 주식의?포괄적?교환?및?이전 ???
제?8?관? 지배주주에?의한?소수주식의?강제매수
제?4?절? ?기? ? 관···································································································852
제?1?관? 총? ? 설
제?2?관? 주주총회(기본사항의?의결기관)???
제?3?관? 이사회?·?대표이사?또는?집행임원(업무집행기관)???
제?4?관? 감사(監事)?·?감사위원회?·?검사인?·?(외부)감사인?·?준법지원인?·?준법
감시인(감사기관)???
제?5?절? ?자본금의?증감(변동) ··············································································1118
제?1?관? 총? ? 설 ??? 제?2?관? 자본금의?증가(신주발행)???
제?3?관? 자본금의?감소(감자〈減資〉)
제?6?절? ?정관의?변경 ····························································································1176
제?7?절? ?회사의?회계 ····························································································1181
제?8?절? ?사? ? 채·································································································1232
제?1?관? 일반사채 ??? 제?2?관? 특수사채
제?9?절? ?조직변경?·?합병?및?분할 ·········································································1298

제10절? ?해산과?청산 ·····························································································1308
제 7 장 유 한 회 사???1315
제?1?절? ?총? ? 설·································································································1315
제?2?절? ?설? ? 립·································································································1318
제?3?절? ?사원의?지위 ····························································································1322
제?4?절? ?회사의?관리 ····························································································1325
제?5?절? ?정관의?변경(자본금의?증감)··································································1335
제?6?절? ?합병과?조직변경·····················································································1339
제?7?절? ?해산과?청산 ····························································································1340
제 8 장 외 국 회 사???1341
제 9 장 벌 칙???1345

제21판 서 문

 
제20판 출간(2017년 3월 5일) 이후에 전부개정된 주식회사 등의 외부감사에 관한 법률(2017. 10. 31, 법 15022호, 시행: 2018. 11. 1.)을 반영하고, 또한 제20판 이후에 새로 나온 대법원 판례(판례공보를 기준으로 2017년 1월 1일부터 2017년 12월 15일까지 공표된 판례)를 반영하였으며, 또한 내용에서 미흡한 부분을 수정.보완하여, 이번에 제21판을 출간하였다. 이번에 반영한 대법원 2017. 3. 23. 선고 2015 다 248342 전원합의체 판결은 주주명부상 기재 또는 명의개서의 효력에 대하여 종래의 판례인 실질설을 변경하여 형식설에 따른 것이고, 또한 대법원 2017. 3. 23. 선고 2016 다 251215 전원합의체 판결은 이사.감사의 지위의 취득에 임용계약 체결을 요한다는 종래의 판례를 변경하여 임용계약의 체결 여부와 관계 없이 주주총회의 선임 결의가 있고 선임된 사람의 동의만 있으면 된다고 보는 것으로서 중요한 의미를 갖는다고 본다.
이와 같은 수정과 보완으로 이 책의 내용이 매우 up-to-date하고 훨씬 충실하여졌다고 본다. 앞으로도 많은 애독자들의 변함 없는 사랑과 성원을 바라며, 미흡한 부분과 새로운 내용은 계속 수정하고 보완할 것을 다짐한다.
제21판의 출간을 위하여 도와주신 박영사 안종만 회장님, 조성호 이사 및 편집부 이승현 대리에게 깊은 감사를 드린다.

2018년 2월
정 찬 형 씀