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zoom RSS 新会社法 〜 改正点そのC合同会社って何?

<<   作成日時 : 2006/04/24 14:00   >>

ブログ気持玉 0 / トラックバック 58 / コメント 500

合同会社とは!

 合同会社とは、人的・有限責任社員からなる会社のことです。人的というのは、会社の
信用が人そのもの
であることです。社員つまりは出資者(構成員)自ら経営に携わる関係のことをいいます。これに対して物的というのは、会社の信用がお金などの物であること
社員(出資者)と会社の関係はお金のみというものです。

 また、有限責任というのは出資金以上の責任を負わないこと、つまり会社が借金をした
場合の責任が出資したお金のみという関係のことです。逆に、無限責任というのは、会社
の借金を無限=際限なく負う
というものです。新会社法が施行されるまでは、人的、物的、
有限、無限という性質は以下のようなものでした。


人的会社

 合名会社  無限責任社員のみからなる会社
 合資会社  無限責任社員と有限責任社員からなる会社

物的会社
 
 株式会社  有限責任社員のみからなる会社
 有限会社  有限責任社員のみからなる会社 → 新会社法施行とともに廃止。

※有限会社は、株式会社よりも規模が小さく、閉鎖的なものです。会社の機関構造はほ
とんど同じです。


人的=無限責任、物的=有限責任、というような構造で、人的=有限責任というのは、合
資会社に部分的にしか認められていませんでした。しかし、今回の新会社法の施行にとも
ない、人的かつ有限責任社員のみからなる会社が認められたのです。


どういう組織に向いているか?

人的有限責任、つまり社員(構成員)=出資者は、経営に参加しながら、会社の債務につ
いては、出資額の限度に限られるわけです。となると、人が重視される研究事業開発、産
学連携事業には合同会社が適しています。また、法人も社員になれるので、企業同士の
共同事業にも適しています。


合同会社の運営

株式会社等の大会社の場合、まず、取締役会で取締役が経営の方針を決定し、それを
執行役や一般社員が執行するという2段階がありました。「意思決定+業務執行」です。し
かし合同会社の場合原則的に、全員が会社を代表する権限を持ち、全員が業務を執行し
ます。

 つまり、決定と執行が分かれていないために、各人の意見がそれぞれ分かれてしまった
場合、それを調整する必要がでるのです。具体的には、多数決で決定したり、代表権をだ
れかに認め、それに従うということが行われると予想されます。もともと小規模な組織を想
定しているので、この方が好ましいともいえます。

 また、業務内容や利益の分配は定款によって決められ、第三者へ損害を及ぼした場合
の責任は悪意、重過失のあるときのみとなります。株式会社と同様財産のみの出資しか
認められておらず、
信用出資、労務出資は認められていません。





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