2023 회계사 객관식 상법

제1편 총 칙 / 1
제1장 통 칙 ······················································································································ 3
v핵심문제 ···························································································································· 4
제2장 상 인 ······················································································································ 6
v핵심문제 ·························································································································· 10
제3장 상업사용인 ··········································································································· 13
v핵심문제 ·························································································································· 17
제4장 상 호 ···················································································································· 26
v핵심문제 ·························································································································· 31
제5장 상업장부 ·············································································································· 39
v핵심문제 ·························································································································· 40
제6장 상업등기 ·············································································································· 42
v핵심문제 ·························································································································· 44
제7장 영업양도 ·············································································································· 49
v핵심문제 ·························································································································· 53
제2편 상행위 / 59
제1장 통 칙 ···················································································································· 61
v핵심문제 ·························································································································· 69
제2장 상사매매 ············································································································ 84
v핵심문제 ·························································································································· 86
제3장 상호계산 ·············································································································· 90
v핵심문제 ·························································································································· 91
제4장 익명조합 ·············································································································· 93
v핵심문제 ·························································································································· 95
제5장 합자조합 ·············································································································· 97
v핵심문제 ························································································································ 100
제6장 대리상 ················································································································ 103
v핵심문제 ························································································································ 105
제7장 중개업 ·············································································································· 108
v핵심문제 ························································································································ 110
제8장 위탁매매업, 준위탁매매인 ················································································ 113
v핵심문제 ························································································································ 116
제9장 운송주선업 ········································································································· 121
v핵심문제 ························································································································ 123
제10장 운송업 ·············································································································· 126
제1절 물건운송 ·········································································································126
제2절 여객운송 ·········································································································130
v핵심문제 ························································································································ 131
제11장 공중접객업 ······································································································· 138
v핵심문제 ························································································································ 140
제12장 창고업 ·············································································································· 142
v핵심문제 ························································································································ 145
제13장 새로운 상행위 ································································································· 147
제1절 금융리스업 ·····································································································147
제2절 가맹업 ·············································································································149
제3절 채권매입업 ·····································································································150
v핵심문제 ························································································································ 151
제3편 회사법 / 157
제1장 통 칙 ················································································································· 159
제1절 서 론 ············································································································159
제1 회사의 개념 ·············································································································· 159
제2 회사의 종류(제170조) ································································································· 160
제3 회사의 성립(제172조) ······························································································· 161
제4 권리능력의 제한(제173조) ························································································· 161
v핵심문제 ························································································································ 162
제2절 회사의 합병 ···································································································170
v핵심문제 ························································································································ 174
제3절 주식회사의 분할 ····························································································184
v핵심문제 ························································································································ 187
제4절 회사의 조직변경 ····························································································192
v핵심문제 ························································································································ 193
제5절 회사의 해산 해산명령 및 판결 계속 ···························································195
v핵심문제 ························································································································ 197
제6절 회사의 청산 ···································································································201
제1 청산인의 선임 및 해임 ···························································································· 201
제2 주식회사의 청산절차 ································································································ 201
v핵심문제 ························································································································ 203
제2장 주식회사 ············································································································ 206
제1절 주식회사의 설립 ····························································································206
v핵심문제 ························································································································ 217
제2절 주식과 주주 ···································································································233
제1관 주식의 의의 및 종류 ······························································································· 233
v핵심문제 ························································································································ 236
제2관 주 주 ······················································································································· 245
v핵심문제 ························································································································ 246
제3관 주권과 주주명부 ······································································································ 248
v핵심문제 ························································································································ 252
제4관 주식의 양도 ············································································································· 257
v핵심문제 ························································································································ 262
제5관 주식양도의 방법 및 명의개서 ················································································· 270
제1 주권의 교부 및 명의개서 ························································································· 270
제2 주권의 상실과 선의취득 ························································································· 272
v핵심문제 ························································································································ 273
제6관 주식의 담보 ············································································································· 280
v핵심문제 ························································································································ 282
제7관 주식매수선택권 ········································································································ 285
v핵심문제 ························································································································ 286
제8관 주식의 분할 및 소각 ······························································································· 287
v핵심문제 ························································································································ 288
제9관 주식의 포괄적 교환 및 이전 ·················································································· 291
제1 주식의 포괄적 교환 ·································································································· 291
제2 주식의 포괄적 이전 ·································································································· 294
v핵심문제 ························································································································ 295
제10관 지배주주에 의한 주식의 전부취득 ········································································ 299
v핵심문제 ························································································································ 301
제3절 기 관 ··············································································································304
제1관 주주총회(기본사항의 의결기관) ······················································································ 304
제1 소 집 ························································································································· 304
v핵심문제 ························································································································ 306
제2 주주제안권 ················································································································ 309
v핵심문제 ························································································································ 310
제3 결의사항 ···················································································································· 312
v핵심문제 ························································································································ 314
제4 의사와 결의 ·············································································································· 318
v핵심문제 ························································································································ 323
제5 결의반대주주의 주식매수청구권 ··············································································· 336
v핵심문제 ························································································································ 337
제6 종류주주총회 ············································································································· 341
v핵심문제 ························································································································ 342
제7 주주총회결의의 하자 ································································································ 345
v핵심문제 ························································································································ 349
제2관 이사 이사회 대표이사 집행임원 ············································································· 356
제1 이 사 ························································································································· 356
v핵심문제 ························································································································ 362
제2 이사회 ······················································································································· 372
v핵심문제 ························································································································ 376
제3 대표이사 ···················································································································· 382
v핵심문제 ························································································································ 386
제4 집행임원 ···················································································································· 393
v핵심문제 ························································································································ 395
제5 이사의 의무 ·············································································································· 398
v핵심문제 ························································································································ 401
제6 이사의 책임 ·············································································································· 413
v핵심문제 ························································································································ 416
제7 이사의 업무집행에 대한 주주의 직접감독 ······························································ 428
v핵심문제 ························································································································ 431
제3관 감사 감사위원회 ······································································································ 439
제1 감 사 ························································································································· 439
제2 감사위원회(제415조의2) ······························································································· 441
v핵심문제 ························································································································ 442
제4절 상장회사에 대한 특례 ···················································································448
v핵심문제 ························································································································ 455
제5절 자본금의 증감 ································································································468
제1관 자본금의 증가 ·········································································································· 468
제1 보통의 신주발행 ······································································································· 468
제2 특수한 신주발행 ······································································································· 472
v핵심문제 ························································································································ 473
제2관 자본금의 감소 ·········································································································· 485
v핵심문제 ························································································································ 487
제6절 정관의 변경 ···································································································491
v핵심문제 ························································································································ 492
제7절 회사의 회계 ···································································································494
제1 결산절차 ···················································································································· 494
v핵심문제 ························································································································ 496
제2 자본금과 준비금 ······································································································· 498
v핵심문제 ························································································································ 500
제3 이익배당 ···················································································································· 504
v핵심문제 ························································································································ 506
제4 주주의 경리감독권 ···································································································· 511
v핵심문제 ························································································································ 513
제8절 사 채 ··············································································································519
제1관 일반사채 ··················································································································· 519
v핵심문제 ························································································································ 522
제2관 사채권자집회 ············································································································ 526
v핵심문제 ························································································································ 528
제3관 특수사채 ·················································································································· 530
제1 전환사채 ···················································································································· 530
제2 신주인수권부사채 ······································································································ 531
v핵심문제 ························································································································ 534
제3장 합명회사 ············································································································ 542
제1절 설 립 ··············································································································542
제2절 회사의 내부관계 ····························································································544
제3절 회사의 외부관계 ····························································································546
제4절 사원의 퇴사 ···································································································547
v핵심문제 ························································································································ 549
제4장 합자회사 ············································································································ 555
v핵심문제 ························································································································ 558
제5장 유한책임회사 ····································································································· 564
제1절 설 립 ··············································································································564
제2절 유한책임회사의 내부관계 ··············································································565
제3절 유한책임회사의 외부관계 ··············································································566
제4절 사원의 가입 및 탈퇴 ·····················································································567
제5절 회계 등 ···········································································································567
v핵심문제 ························································································································ 568
제6장 유한회사 ············································································································ 573
제1절 설 립 ··············································································································574
제2절 사원의 권리의무 ····························································································575
제3절 회사의 관리 ···································································································576
제4절 정관의 변경 ···································································································578
v핵심문제 ························································································································ 579
제7장 외국회사 ············································································································ 587
v핵심문제 ························································································································ 589
제4편 어음법.수표법 / 591
제1장 어음법.수표법 총론 ·························································································· 593
제1절 어음행위 ·········································································································593
제1 어음행위의 성립요건 ································································································ 593
제2 어음행위의 특성 ······································································································· 595
v핵심문제 ························································································································ 596
제2절 어음행위의 대리(대표) ·····················································································601
v핵심문제 ························································································································ 602
제3절 어음의 위조와 변조 ·······················································································606
제1 어음의 위조 ·············································································································· 606
제2 어음의 변조 ·············································································································· 607
v핵심문제 ························································································································ 609
제4절 백지어음 ·········································································································615
v핵심문제 ························································································································ 619
제5절 어음의 실질관계 ····························································································627
v핵심문제 ························································································································ 629
제2장 어음법.수표법 각론 ·························································································· 634
제1절 어음상의 권리의 발생(어음의 발행) ···································································634
제1 어음의 발행 ·············································································································· 634
v핵심문제 ························································································································ 642
제2 인 수(환어음) ·············································································································· 657
v핵심문제 ························································································································ 660
제2절 어음상의 권리의 이전 ···················································································665
제1 배서의 의의 ·············································································································· 665
제2 배서의 기재사항 ······································································································· 666
v핵심문제 ························································································································ 667
제3 배서의 효력 ·············································································································· 670
제4 자격수여적 효력 및 선의취득 ·················································································· 671
v핵심문제 ························································································································ 673
제5 특수배서 ···················································································································· 679
v핵심문제 ························································································································ 683
제6 어음의 상실(공시최고와 제권판결) ················································································· 696
v핵심문제 ························································································································ 697
제3절 어음상의 권리의 행사 ···················································································699
제1 지급제시 ···················································································································· 699
제2 지 급 ························································································································· 700
v핵심문제 ························································································································ 702
제3 상환청구 ···················································································································· 710
v핵심문제 ························································································································ 712
제4 어음항변(어 제17조, 수 제22조) ···················································································· 719
v핵심문제 ························································································································ 720
제4절 어음시효 및 이득상환청구권 ········································································724
제1 어음시효 ···················································································································· 724
v핵심문제 ························································································································ 725
제2 이득상환청구권 ········································································································· 728
v핵심문제 ························································································································ 730
제5절 기타의 제도 ···································································································734
제1 어음보증 ···················································································································· 734
v핵심문제 ························································································································ 736
제2 복본과 등본 ·············································································································· 739
v핵심문제 ························································································································ 740
제6절 수표에 특유한 제도 ·······················································································742
제1 지급제시기간 등 ······································································································· 742
v핵심문제 ························································································································ 745
제2 지급보증(실무상으로는 금지) ·························································································· 750
v핵심문제 ························································································································ 751
제3 특수한 수표 ·············································································································· 754
[1] 횡선수표 ··················································································································· 754
v핵심문제 ························································································································ 755
[2] 선일자수표 ··············································································································· 757
v핵심문제 ························································································································ 758