자본시장과 금융투자업에 관한 법률 3단 편람

- 법률, 시행령(입법예고안) 및 금융투자업규정(제정안) -

2008. 6. 24

- i -

2007.08.03 법률 제8635호(시행일 2009. 2. 4)

[일부개정 2008.2.29 법률 제8863호], 시행일 2009.2.4,

제1편 총칙

제1조(목적) ······························································································1

제2조(국외행위에 대한 적용) ······························································1

제3조(금융투자상품) ··············································································1

제4조(증권) ······························································································2

제5조(파생상품) ······················································································3

제6조(금융투자업) ··················································································4

제7조(금융투자업의 적용배제) ····························································7

제8조(금융투자업자) ···········································································10

제9조(그 밖의 용어의 정의) ·····························································10

제10조(다른 법률과의 관계) ·····························································18

제2편 금융투자업

제1장 금융투자업의 인가 및 등록

제1절 인가요건 및 절차

제11조(무인가 영업행위 금지) ·························································18

제12조(금융투자업의 인가) ·······························································18

제13조(인가의 신청 및 심사) ···························································21

제14조(예비인가) ·················································································23

제15조(인가요건의 유지) ···································································25

제16조(업무의 추가 및 인가의 변경) ·············································25

2008.04.07 시행령 입법예고안

제1편 총칙

제1조(목적) ······························································································1

제2조(정의) ······························································································1

제3조(원본금액의 범위) ········································································1

제4조(기업어음증권의 요건) ································································2

제5조(해외 파생상품거래) ····································································4

제6조(집합투자의 적용배제) ································································5

제7조(금융투자업 적용배제) ································································7

제8조(특수관계인의 범위) ·································································10

제9조(주요주주의 범위) ·····································································12

제10조(전문투자자의 범위 등) ·························································12

제11조(증권의 모집․매출) ··································································14

제12조(코스닥시장 거래대상 증권) ·················································16

제13조(외국법인등의 범위) ·······························································16

제14조(사모집합투자기구의 기준) ···················································17

제2편 금융투자업 18

제1장 금융투자업의 인가 및 등록 18

제1절 인가요건 및 절차 18

제15조(인가업무 단위 등) ·································································18

제16조(인가요건 등) ···········································································19

제17조(인가의 방법 및 절차 등) ·····················································22

제18조(예비인가) ·················································································24

제19조(인가유지요건의 완화) ···························································25

2008.06.24 금융투자업규정 제정예고안

제1편 총칙

제1-1조(목적) ·························································································1

제1-2조(정의) ·························································································1

제1-3조(해외 파생상품거래) ·······························································4

제1-4조(금융투자업의 적용배제) ·······················································9

제1-5조(특수관계인의 범위) ·····························································11

제1-6조(주요주주의 범위) ·································································12

제1-7조(전문투자자에 해당하지 아니하는 집합투자기구) ·········12

제1-8조(전문투자자의 신고) ·····························································14

제2편 금융투자업 18

제1장 인가․등록 18

제2-1조(인가요건) ···············································································19

제2-2조(인가절차) ···············································································24

제2-3조(본인가 특례) ·········································································24

제2-4조(인가업무의 수행) ·································································24

제2-5조(인가조건의 부과) ·································································24

제2-6조(인가 심사기준) ·····································································25

제2-7조(사실상 영향력을 행사하는 주요주주) ·····························25

제2-8조(겸영금융투자업자 등의 인가요건의 유지) ·····················25

- ii-

제2절 등록요건 및 절차

제17조(미등록 영업행위의 금지) ·····················································26

제18조(투자자문업 또는 투자일임업의 등록) ·······························26

제19조(등록의 신청 등) ·····································································27

제20조(등록요건의 유지) ···································································29

제21조(업무의 추가 및 변경등록) ···················································29

제2장 금융투자업자의 지배구조

제22조(적용범위) ·················································································35

제23조(대주주의 변경승인 등) ·························································35

제24조(임원의 자격) ···········································································37

제25조(사외이사의 선임 및 이사회의 구성) ·································40

제26조(감사위원회의 설치) ·······························································41

제27조(상근감사) ·················································································43

제28조(내부통제기준 및 준법감시인) ·············································43

제29조(소수주주권) ·············································································46

제2절 등록요건 및 절차 26

제20조(등록업무 단위) ·······································································26

제21조(등록의 요건 등) ·····································································26

제22조(등록의 방법 및 절차 등) ·····················································28

제23조(등록유지요건의 완화) ···························································29

제2장 금융투자업자의 지배구조 35

제24조(적용범위) ·················································································35

제25조(변경승인이 면제되는 자의 범위) ·······································35

제26조(대주주의 변경승인 요건 등) ···············································35

제27조(임원의 결격사유 등) ·····························································37

제28조(사외이사의 선임 등) ·····························································40

제29조(감사위원회) ·············································································41

제30조(상근감사) ·················································································43

제31조(준법감시인 등) ·······································································43

제32조(내부통제기준 등) ···································································45

제33조(소수주주권의 행사) ·······························································46

제2-9조(금융투자업 등록 심사기준) ···············································27

제2-10조(외국 금융투자업자등의 지점등 신설신고서) ··············28

제2-11조(외국환업무 등록요건) ······················································28

제2장 승인․보고 29

제2-12조(합병등 승인) ······································································29

제2-13조(금산법상 합병․전환 인가) ················································30

제2-14조(출자승인 등) ······································································31

제2-15조(승인심사의 제외기간) ······················································33

제2-16조(금융투자업자의 보고사항) ··············································33

제3장 금융투자업자의 지배구조 35

제2-17조(적용범위) ············································································35

제2-18조(대주주 변경승인 요건․절차) ············································35

제2-19조(대주주 변경승인업무의 수행) ········································36

제2-20조(변경승인심사의 제외기간) ··············································37

제4장 내부통제기준의 설정 및 운용 44

제2-21조(내부통제기준 적용범위) ··················································44

제2-22조(내부통제기준의 설정) ······················································45

제2-23조(지점에 관한 내부통제) ····················································46

제2-24조(파생상품 영업에 관한 내부통제) ··································47

제2-25조(투자중개업자의 투자자계좌의 관리․감독에 관한 내부통

제) ···········································································································48

- iii -

제3장 건전경영 유지

제1절 경영건전성 감독

제30조(재무건전성 유지) ···································································52

제31조(경영건전성기준) ·····································································53

제32조(회계처리) ·················································································53

제3장 건전경영 유지 52

제1절 경영건전성 감독52

제34조(재무건전성 유지 등) ·····························································52

제35조(경영건전성기준) ·····································································53

제2-26조(매매주문 처리준칙에 관한 내부통제) ··························48

제2-27조(투자자 예탁재산의 보관에 관한 내부통제) ················49

제2-28조(정보제공기준에 관한 내부통제) ····································49

제2-29조(투자자 신용정보의 관리․보호에 관한 내부통제) ········50

제2-30조(자금세탁행위의 효율적 방지체계 구축․운영에 관한 내

부통제) ···································································································50

제2-31조(민원 및 분쟁의 처리에 관한 내부통제) ······················50

제2-32조(위탁증거금․결제대금 미납 및 미수금의 처리 등에 관한

내부통제) ·······························································································51

제2-33조(표준내부통제기준) ····························································52

제3편 건전경영 유지 52

제1장 회계처리 52

제3-1조(회계처리기준) ·······································································52

제3-2조(구분계리) ···············································································52

제3-3조(재무제표 등) ·········································································52

제3-4조(신탁업자의 회계처리기준) ·················································53

제3-5조(적용기준) ···············································································53

제3장 재무건전성 54

제1절 통칙 54

제3-6조(정의) ·······················································································54

제2절 자산건전성 56

제3-7조(자산건전성분류) ···································································56

제3-8조(충당금의 적립기준) ·····························································57

제3-9조(적용특례) ···············································································58

제3절 영업용순자본의 산정 58

제3-10조(영업용순자본비율 산정의 기본원칙) ····························58

제3-11조(영업용순자본 및 총위험액등) ········································59

- iv-

제3-12조(가산항목) ············································································59

제3-13조(후순위차입금) ····································································59

제3-14조(차감항목) ············································································61

제4절 표준방법에 따른 총위험액의 산정 62

제3-15조(시장위험액) ········································································63

제3-16조(주식위험액 산정) ······························································63

제3-17조(금리위험액의 산정) ··························································64

제3-18조(외환위험액 산정) ······························································65

제3-19조(집합투자증권등 위험액 산정) ········································65

제3-20조(일반상품위험액 산정) ······················································66

제3-21조(옵션위험액 산정) ······························································66

제3-22조(신용위험액 산정) ······························································67

제3-23조(운영위험액 산정) ······························································68

제5절 내부모형에 따른 위험액 산정 69

제3-24조(내부모형에 따른 시장위험액의 산정) 69

제3장 경영실태평가 및 적기시정조치 69

제3-25조(경영실태평가) ····································································69

제3-26조(경영개선권고) ····································································70

제3-27조(경영개선요구) ····································································71

제3-28조(경영개선명령) ····································································72

제3-29조(이유제시) ············································································73

제3-30조(적기시정조치의 유예) ······················································73

제3-31조(경영개선계획의 제출 및 평가 등) ································73

제3-32조(경영개선계획의 이행기간등) ··········································74

제3-33조(경영개선계획의 이행보고 및 수정요구 등) ················75

제3-34조(경영개선계획의 불이행에 따른 조치) ··························75

제3-35조(긴급조치) ············································································76

제3-36조(경영개선협약 체결 등) ····················································77

제4장 자산부채의 평가 및 기타 건전성 기준 등 77

- v -

제3-37조(자산과 부채의 평가․산정) ················································77

제3-38조(평가대상 금융투자업자) ··················································77

제3-39조(평가절차) ············································································78

제3-40조(자산부채비율) ····································································78

제3-41조(부동산신탁업자의 원화유동성비율) ······························78

제5장 위험관리 78

제3-42조(위험관리체제) ····································································78

제3-43조(위험관리조직) ····································································79

제3-44조(위험관리지침의 정비) ······················································80

제3-45조(외국환업무취급금융투자업자의 위험관리) ··················81

제6장 외환건전성 81

제3-46조(외화유동성비율) ································································81

제3-47조(외국환포지션의 구분) ······················································82

제3-48조(외국환포지션의 한도) ······················································82

제3-49조(외국환포지션 별도한도의 승인) ····································83

제3-50조(외국환포지션 한도관리) ··················································83

제3-51조(외국환포지션 한도관리 제외대상) ································83

제3-52조(외화유동성비율 위반에 대한 제재) ······························84

제3-53조(외국환포지션 한도 위반에 대한 제재) ························85

제3-54조(제재현황 보고) ··································································85

제7장 합병․전환투자매매업자·투자중개업자의 재무건전성 85

제3-55조(정의) ····················································································85

제3-56조(신탁형증권저축의 처리) ··················································86

제3-57조(자기자본 산정의 특례) ····················································86

제3-58조(여신관련자산) ····································································87

제3-59조(회계처리) ············································································87

제3-60조(종금자산부채현황표) ························································87

제3-61조(자산건전성 분류) ······························································87

제3-62조(영업용순자본비율 산정의 특례) ····································87

- vi-

제33조(업무보고서 및 공시) ·····························································88

제2절 대주주와의 거래제한 등

제34조(대주주와의 거래 등의 제한) ···············································93

제35조(대주주의 부당한 영향력 행사의 금지) ·····························96

제36조(금융위원회의 자료 제출명령) ·············································97

제4장 영업행위 규칙 97

제1절 공통 영업행위 규칙 97

제1관 신의성실의무 등97

제37조(신의성실의무 등) ···································································97

제38조(상호) ·························································································97

제39조(명의대여의 금지) ···································································98

제40조(금융투자업자의 다른 금융업무 영위) ·······························98

제41조(금융투자업자의 부수업무 영위) ·······································100

제42조(금융투자업자의 업무위탁) ·················································100

제43조(검사 및 처분) ·······································································105

제44조(이해상충의 관리) ·································································106

제45조(정보교류의 차단) ·································································107

제36조(업무보고서 제출 기한 등) ···················································88

제2절 대주주와의 거래제한 등 92

제37조(대주주와의 거래 등의 제한 등) ·········································93

제38조(신용공여의 범위 등) ·····························································95

제39조(이사회의 결의 등을 요하지 아니하는 거래 등) ·············95

제40조(대주주와의 거래 등의 제한 사유) ·····································96

제41조(부당한 영향력 행사의 범위) ···············································97

제4장 영업행위 규칙 97

제1절 공통 영업행위 규칙 97

제1관 신의성실의무 등97

제42조(상호의 제한) ···········································································97

제43조(금융투자업자의 업무범위) ···················································98

제44조(부수업무 등의 공고) ···························································100

제45조(위탁이 금지되는 업무범위) ···············································100

제46조(업무위탁의 보고 등) ···························································102

제47조(본질적 업무의 범위 등) ·····················································103

제48조(재위탁의 범위) ·····································································104

제49조(업무위탁 관련 정보제공기준 등) ·····································105

제50조(금융투자업자의 정보교류의 차단) ···································107

제51조(계열회사 등과의 정보교류의 차단) ·································108

제3-63조(특수관계인에 대한 신용공여등에 대한 특례) ············88

제3-64조(유동성비율) ········································································88

제8장 업무보고서 등 88

제3-65조(정의) ····················································································88

제3-66조(업무보고서등의 제출) ······················································90

제3-67조(결산서류의 제출) ······························································90

제3-68조(외국환업무현황 보고) ······················································91

제3-69조(외국금융투자업자 국내지점의 결산공고 등) ··············91

제3-70조(경영공시) ············································································91

제3-71조(대주주등과의 거래 등의 제한 등) ································93

제3-72조(탈법행위) ············································································94

제3-73조(대주주에 대한 신용공여의 제한) ··································95

제3-74조(이사회의 결의를 요하지 아니하는 대주주와의 거래) 95

제3-75조(대주주와의 거래시 공시사항) ········································96

제3-76조(대주주와의 거래 등의 제한 사유) ································96

제4편 영업행위 규칙 97

제1장 공통영업행위 규칙 97

제1절 금융투자업자의 업무일반 97

제4-1조(겸영업무 및 부수업무) ····················································100

제4-2조(의사결정권한까지 위탁이 가능한 준법감시업무) ······ 101

제4-3조(업무위탁의 보고 등) ························································102

제4-4조(업무위탁 운영기준) ··························································105

제4-5조(정보제공 방법 등) ····························································107

제4-6조(계열회사에 대한 정보제공) ············································108

- vii -

제2관 투자권유 110

제46조(적합성 원칙 등) ···································································110

제47조(설명의무) ···············································································111

제48조(손해배상책임) ·······································································111

제49조(부당권유의 금지) ·································································111

제50조(투자권유준칙) ·······································································112

제51조(투자권유대행인의 등록 등) ···············································112

제52조(투자권유대행인의 금지행위 등) ·······································114

제53조(검사 및 조치) ·······································································116

제3관 직무관련 정보의 이용 금지 등 117

제54조(직무관련 정보의 이용 금지) ·············································117

제55조(손실보전 등의 금지) ···························································117

제56조(약관) ·······················································································117

제57조(투자광고) ···············································································118

제58조(수수료) ···················································································120

제59조(계약서류의 교부 및 계약의 해제) ···································120

제60조(자료의 기록·유지) ·······························································121

제61조(소유증권의 예탁) ·································································122

제62조(금융투자업 폐지 공고 등) ·················································123

제63조(임직원의 금융투자상품 매매) ···········································123

제64조(손해배상책임) ·······································································124

제65조(외국 금융투자업자의 특례) ···············································125

제2관 투자권유 110

제52조(투자목적 등의 확인방법) ···················································110

제53조(설명의무) ···············································································111

제54조(불초청권유의 금지 등의 예외) ·········································111

제55조(부당권유의 금지) ·································································112

제56조(투자권유대행인의 자격) ·····················································112

제57조(등록업무의 위탁) ·································································113

제58조(등록의 방법 및 절차 등) ···················································114

제59조(투자권유대행인의 금지행위 등) ·······································115

제3관 직무관련 정보의 이용 금지 등 117

제60조(투자광고) ···············································································118

제61조(계약서류의 교부 및 계약의 해제) ···································120

제62조(자료의 기록․유지) ································································121

제63조(소유증권의 예탁) ·································································122

제64조(임직원의 금융투자상품 매매) ···········································123

제65조(외국 금융투자업자의 영업기금 등) ·································125

제66조(지점 등의 대표자 및 직무대행자) ···································126

제2절 투자권유 110

제4-7조(재권유금지의 예외 등) ····················································112

제4-8조(투자권유대행인의 등록) ··················································114

제4-9조(투자권유대행인의 금지행위 등) ····································115

제3절 투자광고 118

제4-10조(투자광고 포함사항) ························································119

제4-11조(투자광고의 방법․절차) ···················································120

제4절 기록보관 및 유지 121

제4-12조(기록보관) ··········································································121

제4-13조(장부외거래에 관한 기록유지) ······································122

제5절 소유증권의 예탁 등 122

제4-14조(외국보관기관의 자격) ····················································123

제4-15조(임직원 금융투자상품 매매의 예외) ····························124

제4-16조(외국 금융투자업자의 국내자산) ··································125

- viii-

제2절 금융투자업자별 영업행위 규칙 126

제1관 투자매매업자 및 투자중개업자의 영업행위 규칙 126

제66조(매매형태의 명시) ·································································126

제67조(자기계약의 금지) ·································································126

제68조(시장매매의무) ·······································································127

제69조(자기주식의 예외적 취득) ···················································127

제70조(임의매매의 금지) ·································································127

제71조(불건전 영업행위의 금지) ···················································127

제72조(신용공여) ···············································································139

제73조(매매명세의 통지) ·································································146

제2절 금융투자업자별 영업행위 규칙 126

제1관 투자매매업자 및 투자중개업자의 영업행위 규칙 126

제67조(자기주식의 처분 기간) ·······················································127

제68조(불건전 영업행위의 금지) ···················································127

제69조(신용공여) ···············································································139

제70조(매매명세의 통지 방법) ·······················································146

제2장 투자매매업자 및 투자중개업자의 영업행위 규칙 126

제1절 불건전 영업행위의 금지 126

제4-17조(투자매매업자․투자중개업자의 이익제공․수령기준) ···129

제4-18조(증권인수와 건전영업) ····················································130

제4-19조(탈법행위) ··········································································130

제4-20조(불건전 영업행위의 금지) ··············································130

제2절 신용공여 139

제4-21조(정의) ··················································································139

제4-22조(신용공여약정의 체결 등) ··············································140

제4-23조(신용공여의 회사별 한도) ··············································140

제4-24조(담보의 징구) ····································································140

제4-25조(담보비율 등) ····································································141

제4-26조(담보로 제공된 증권의 평가 등) ··································142

제4-27조(담보평가의 특례) ····························································142

제4-28조(임의상환방법) ··································································143

제4-29조(신용거래 등의 제한) ······················································144

제4-30조(신용거래종목 등) ····························································144

제4-31조(신용공여 한도 및 보고 등) ··········································144

제4-32조(매매주문의 수탁 등 제한) ············································145

제4-33조(신용공여 관련 조치 등) ················································145

제4-34조(자료의 제출 등) ······························································145

제4-35조(제재조치) ··········································································146

제3절 투자자에 대한 정보제공 146

제4-36조(매매거래 등의 통지) ······················································146

제4-37조(월간 거래내용 등의 통지 등) ······································147

- ix -

제74조(투자자예탁금의 별도예치) ·················································148

제75조(투자자 예탁증권의 예탁) ···················································151

제76조(집합투자증권 판매 등에 관한 특례) ·······························152

제77조(투자성 있는 예금·보험에 대한 특례) ·····························153

제78조(전자적 방식에 의한 증권중개 업무) ·······························153

제2관 집합투자업자의 영업행위 규칙 156

제79조(선관의무 및 충실의무) ·······················································157

제80조(자산운용의 지시 및 실행) ·················································157

제81조(자산운용의 제한) ·································································158

제82조(자기집합투자증권의 취득 제한) ·······································163

제83조(금전차입 등의 제한) ···························································164

제84조(이해관계인과의 거래제한 등) ···········································164

제71조(증권금융회사 예치 등의 예외) ·········································148

제72조(투자자예탁금의 예외적 양도) ···········································148

제73조(투자자예탁금의 지급공고시기) ·········································149

제74조(투자자예탁금의 운용) ·························································149

제75조(투자자예탁금의 범위 등) ···················································149

제76조(투자자 예탁증권의 예탁) ···················································151

제77조(집합투자증권 판매 등에 관한 특례) ·······························152

제78조(전자증권중개회사의 업무기준) ·········································153

제2관 집합투자업자의 영업행위 규칙 156

제79조(자산운용의 지시방법 등) ···················································157

제80조(자산운용한도 제한의 예외 등) ·········································158

제81조(예외적 한도 초과사유 등) ·················································162

제82조(자기집합투자증권의 처분) ·················································163

제83조(금전차입 등의 제한) ···························································164

제84조(이해관계인의 범위) ·····························································164

제85조(이해관계인과의 거래제한의 예외) ···································164

제4절 투자자 예탁재산의 관리 148

제4-38조(투자예탁금의 예외적 양도 등) ····································148

제4-39조(의무예치액의 산정 및 예치기한 등) ··························148

제4-40조(별도예치금의 운용) ························································149

제4-41조(투자예탁금의 범위 등) ··················································151

제4-42조(별도예치금의 인출) ························································151

제4-43조(별도예치금 관리에 관한 약정 등) ······························152

제4-44조(별도예치되지 아니하는 투자자예탁금의 관리) ········ 153

제4-45조(재무상태가 부실한 금융투자업자등의 특례) ············154

제4-46조(투자자예탁금이용료) ······················································155

제4-47조(투자자 예탁증권의 관리) ··············································155

제5절 집합투자증권의 판매 155

제4-48조(집합투자증권의 판매수수료 등) ··································155

제3장 집합투자업자의 영업행위 규칙 156

제1절 집합투자재산의 운용 156

제4-49조(부동산관련자산의 정의 등) ··········································158

제4-50조(후순위 사채권등에 대한 투자비율) ····························159

제4-51조 (시가총액비중의 산정방법) ··········································160

제4-52조(집합투자증권 투자한도 등) ··········································160

제4-53조(장외파생상품 매매상대방의 신용평가등급) ··············162

제4-54조(환매조건부 매도 등의 제한) ········································162

제4-55조(위험평가액 산정방법) ····················································163

제2절 이해관계인과의 거래제한 164

제4-56조(관계 투자매매업자․투자중개업자 등) ·························164

- x-

제85조(불건전 영업행위의 금지) ···················································167

제86조(성과보수의 제한) ·································································171

제87조(의결권 등) ·············································································172

제88조(자산운용보고서) ···································································174

제89조(수시공시) ···············································································176

제90조(집합투자재산에 관한 보고 등) ·········································177

제91조(장부·서류의 열람 및 공시 등) ·········································178

제92조(환매연기 등의 통지) ···························································178

제93조(파생상품의 운용 특례) ·······················································178

제94조(부동산의 운용 특례) ···························································180

제95조(청산) ·······················································································180

제3관 투자자문업자 및 투자일임업자의 영업행위 규칙 181

제96조(선관의무 및 충실의무) ·······················································181

제97조(계약의 체결) ·········································································181

제98조(불건전 영업행위의 금지) ···················································183

제86조(계열회사 증권의 취득제한 등) ·········································165

제87조(불건전 영업행위의 금지) ···················································167

제88조(성과보수의 제한) ·································································171

제89조(의결권행사의 제한 등) ·······················································172

제90조(의결권행사내용 등의 기록유지) ·······································174

제91조(의결권행사의 공시 등) ·······················································174

제92조(자산운용보고서) ···································································174

제93조(수시공시의 방법 등) ···························································176

제94조(집합투자재산에 관한 보고 및 공시) ·······························177

제95조(장부․서류의 열람 및 공시 등) ··········································178

제96조(파생상품의 운용 특례) ·······················································178

제97조(부동산의 운용 특례) ···························································180

제3관 투자자문업자 및 투자일임업자의 영업행위 규칙 181

제98조(계약의 체결) ·········································································182

제99조(불건전 영업행위의 금지) ···················································183

제4-57조(단순 중개 목적의 거래) ················································164

제4-58조(한도초과 인정사유) ························································167

제3절 불건전 영업행위의 금지 등 167

제4-59조(집합투자기구간 거래 등) ··············································167

제4-60조(관계인수인) ······································································168

제4-61조(집합투자업자의 이익제공 기준) ··································168

제4-62조(집합투자업자의 이익수령 기준) ··································169

제4-63조(탈법행위) ··········································································169

제4-64조(불건전 영업행위의 금지) ··············································170

제4-65조(성과보수의 제한) ····························································171

제4절 보고 및 공시 172

제4-66조(자산운용보고서) ······························································174

제4-67조(부도채권 또는 부실자산 등의 평가) ··························175

제4-68조(영업보고서) ······································································176

제4-69조(협회의 운용실적의 비교 공시) ····································176

제5절 파생상품 및 부동산의 운용특례 178

제4-70조(파생상품의 운용 특례) ··················································179

제4-71조(파생상품 매매 관련 위험에 관한 지표) ····················179

제4-72조(부동산의 운용 특례) ······················································180

제4장 투자자문업자 및 투자일임업자의 영업행위 규칙 181

제1절 불건전 영업행위의 금지 181

제4-73조(서면자료 기재사항) ························································182

제4-74조 (단순 중개 목적의 거래 등) ········································184

- xi -

제99조(투자일임보고서의 교부) ·····················································186

제100조(역외투자자문업자 등의 특례) ········································187

제101조(유사투자자문업의 신고) ··················································188

제4관 신탁업자의 영업행위 규칙 188

제102조(선관의무 및 충실의무) ····················································189

제103조(신탁재산의 제한 등) ························································189

제104조(신탁재산과 고유재산의 구분) ········································190

제105조(신탁재산 등 운용의 제한) ··············································191

제106조(여유자금의 운용) ······························································195

제107조(공탁의무 등) ······································································195

제108조(불건전 영업행위의 금지) ················································196

제109조(신탁계약) ············································································201

제110조(수익증권) ············································································201

제111조(수익증권의 매수) ······························································202

제100조(투자일임보고서의 교부 등) ············································186

제101조(역외투자자문업자 등의 특례) ········································187

제102조(유사투자자문업의 신고) ··················································188

제4관 신탁업자의 영업행위 규칙 188

제103조(신탁의 종류) ······································································189

제104조(신탁업무의 방법 등) ························································189

제105조(고유재산에 의한 신탁재산의 취득) ······························190

제106조(신탁재산의 운용방법 등) ················································191

제107조(여유자금의 운용) ······························································195

제108조(공탁의무 등) ······································································195

제109조(불건전 영업행위의 금지) ················································196

제110조(신탁계약) ············································································201

제111조(수익증권 발행 보고 등) ··················································202

제112조(수익증권의 매수) ······························································202

제4-75조(투자일임업자의 이익제공 ․수령기준) ·························185

제4-76조(탈법행위) ··········································································186

제4-77조(불건전 영업행위의 금지 등) ········································186

제2절 보고 및 신고 186

제4-78조(투자일임보고서의 기재사항 등) ··································186

제4-79조(역외투자자문․일임업자의 업무보고서 등) ·················187

제4-80조(유사투자자문업 신고․보고서식) ···································188

제5장 신탁업자의 영업행위 규칙 188

제1절 신탁업무 및 신탁재산운용 188

제4-81조(업무의 종류․방법의 변경) ·············································189

제4-82조(신탁업무의 방법 등) ······················································189

제4-83조(특정금전신탁의 자금운용기준) ····································192

제4-84조(자사주신탁의 재산운용기준 등) ··································192

제4-85조(불특정금전신탁의 신탁재산운용) ································193

제4-86조(부동산에 투자하는 신탁의 재산운용기준) ················193

제4-87조(신탁재산의 운용방법) ····················································193

제4-88조(부동산신탁 여유자금의 운용) ······································195

제4-89조(공탁증권의 가액산정) ····················································196

제2절 불건전 영업행위의 금지 등 196

제4-90조(신탁재산 상호간의 거래) ··············································196

제4-91조(단순 중개 목적의 거래 등) ··········································197

제4-92조(신탁업자의 이익제공․수령 기준) ·································198

제4-93조(탈법행위) ··········································································198

제4-94조(불건전 영업행위의 금지) ··············································198

제4-95조(서면자료 기재사항) ························································201

- xii-

제112조(의결권 등) ··········································································202

제113조(장부·서류의 열람 및 공시 등) ·······································204

제114조(신탁재산의 회계처리 등) ················································204

제115조(회계감사인의 손해배상책임) ··········································205

제116조(합병 등) ··············································································206

제117조(청산) ····················································································206

제3편 증권의 발행 및 유통 206

제1장 증권신고서 206

제118조(적용범위) ············································································207

제119조(모집 또는 매출의 신고) ··················································208

제120조(신고의 효력발생시기 등) ················································217

제121조(거래의 제한) ······································································218

제122조(정정신고서) ········································································218

제123조(투자설명서의 작성·공시) ·················································220

제124조(정당한 투자설명서의 사용) ············································221

제125조(거짓의 기재 등으로 인한 배상책임) ····························222

제126조(손해배상액) ········································································224

제127조(배상청구권의 소멸) ··························································224

제128조(증권발행실적보고서) ························································224

제129조(신고서와 보고서의 공시) ················································224

제130조(신고서를 제출하지 아니하는 모집·매출) ·····················225

제113조(의결권행사의 제한 등) ····················································202

제114조(의결권행사의 공시) ··························································204

제115조(장부․서류의 열람 및 공시 등) ········································204

제116조(회계처리기준 제정의 위탁) ············································205

제117조(회계감사 적용면제) ··························································205

제118조(회계감사인의 선임 등) ····················································205

제3편 증권의 발행 및 유통 206

제1장 증권신고서 206

제119조(법 제3편제1장 적용제외 증권) ······································207

제120조(모집 또는 매출의 신고대상) ··········································208

제121조(일괄신고서) ········································································209

제122조(일괄신고추가서류 등) ······················································210

제123조(예측정보의 범위) ······························································211

제124조(증권신고서에 대한 대표이사 등의 확인․검토) ············211

제125조(신고서의 기재사항 및 첨부서류) ··································212

제126조(일괄신고서의 기재사항 및 첨부서류) ··························214

제127조(집합투자증권의 증권신고서의 기재사항 및 첨부서류) ·······························································

215

제128조(유동화증권의 증권신고서의 기재사항 및 첨부서류) 217

제129조(증권신고서의 기재사항 및 첨부서류의 특칙) ············218

제130조(증권신고서 기재사항의 정정 등) ··································218

제131조(투자설명서의 작성․공시) ··················································220

제132조(투자설명서의 교부가 면제되는 자) ······························221

제133조(예비투자설명서의 작성방법) ··········································222

제134조(간이투자설명서의 작성방법) ··········································222

제135조(거짓의 기재 등으로 인한 배상책임을 지는 자) ·········223

제136조(공시제외사항) ····································································224

제137조(신고서를 제출하지 아니하는 모집․매출) ······················225

제4-96조(신탁업자의 회계감사보고서 열람) ······························206

제3절 담보부사채신탁 206

제4-97조(담보부사채신탁업의 등록) ············································206

제4-98조(신고) ··················································································207

제4-99조(담보부사채신탁업자에 대한 준용규정) ······················207

- xiii -

제131조(보고 및 조사) ····································································225

제132조(위원회의 조치) ··································································226

제2장 기업의 인수·합병 관련제도 227

제1절 공개매수 227

제133조(공개매수의 적용대상) ······················································227

제134조(공개매수공고 및 공개매수신고서의 제출) ··················229

제135조(신고서 사본의 송부) ························································232

제136조(정정신고·공고 등) ·····························································232

제137조(공개매수설명서의 작성·공시) ·········································233

제138조(공개매수에 관한 의견표명) ············································234

제139조(공개매수의 철회 등) ························································234

제140조(공개매수에 의하지 아니한 매수등의 금지) ················234

제141조(공개매수의 조건과 방법) ················································235

제142조(공개매수자 등의 배상책임) ············································235

제143조(공개매수결과보고서) ························································236

제144조(신고서 등의 공시) ····························································237

제145조(의결권 제한 등) ································································237

제146조(조사 및 조치) ····································································237

제2절 주식등의 대량보유상황의 보고 238

제147조(주식등의 대량보유 등의 보고) ······································238

제148조(대량보유보고서 등의 발행인에 대한 송부) ················241

제149조(보고서 등의 공시) ····························································242

제150조(위반 주식등의 의결권행사 제한 등) ····························242

제138조(금융위원회의 조치) ··························································226

제2장 기업의 인수․합병 관련 제도 227

제1절 공개매수 227

제139조(공개매수의 적용대상 증권) ············································227

제140조(공개매수 상대방의 수의 산정기준) ······························227

제141조(특별관계자의 범위) ··························································228

제142조(소유에 준하는 보유) ························································228

제143조(공개매수를 요하지 아니하는 매수등) ··························229

제144조(증권시장에서의 매수로 보지 아니하는 매수) ············229

제145조(공개매수의 공고 등) ························································229

제146조(공개매수신고서 등) ··························································230

제147조(공개매수조건의 변경금지) ··············································232

제148조(공개매수설명서의 작성 등) ············································233

제149조(공개매수에 관한 의견표명) ············································234

제150조(공개매수의 예외적 철회) ················································234

제151조(공개매수 외의 방법에 의한 주식등의 취득) ···············234

제152조(금융위원회의 조치) ··························································237

제2절 주식등의 대량보유상황의 보고 238

제153조(주식등의 대량보유 등의 보고) ······································238

제154조(대량보유 등의 보고에 대한 특례) ································240

제155조(중요한 사항의 변경보고) ················································241

제156조(대량보유보고서 등의 발행인에 대한 송부) ················241

제157조(중요한 사항의 범위) ························································242

- xiv-

제151조(조사 및 정정요구 등) ······················································242

제3절 의결권 대리행사의 권유 제한 243

제152조(의결권 대리행사의 권유) ················································243

제153조(위임장 용지 및 참고서류의 비치 및 열람) ·················245

제154조(정당한 위임장 용지 등의 사용) ····································245

제155조(의견표명) ············································································245

제156조(정정요구 등) ······································································245

제157조(위임장용지 등의 공시) ····················································246

제158조(조사 및 조치) ····································································246

제3장 상장법인의 사업보고서 등 247

제159조(사업보고서 등의 제출) ····················································247

제160조(반기·분기보고서의 제출) ·················································251

제161조(주요사항보고서의 제출) ··················································251

제162조(거짓의 기재 등에 의한 배상책임) ································253

제163조(사업보고서등의 공시) ······················································254

제164조(조사 및 조치) ····································································255

제165조(외국