| 우리사주조합 운영매뉴얼 | |
우리사주조합 운영 관련 사항은 한국증권금융에서 관장하고 있습니다.
한국증권금융에서 발간한 매뉴얼입니다.
제1편 우리사주제도란 무엇인가? ·········································· 1
제1장 우리사주제도란? ··························································1
제1절 의의 -------------------------1
제2절 특징 및 기본 요건 ························································2
제3절 목적 및 효과 ····························································3
1. 우리사주제도의 목적 ························································3
2. 우리사주제도의 효과 ························································4
제2장 우리나라의 우리사주제도 ···············································6
제1절 발전 과정 ·································································6
제2절 우리사주제도의 주요 내용 ············································ 11
1. 기본 운영 구조 ······························································11
2. 우리사주조합의 설립 ························································12
3. 우리사주조합의 운영 ························································15
4. 우리사주조합의 기금 ························································16
5. 자사주의 취득 및 관리·······················································17
6. 자사주의 배정 ································································19
7. 자사주의 예탁 및 인출 ····················································· 19
8. 자사주의 환매수 ····························································· 21
9. 자사주의 의결권 등 권리처리 ·············································· 21
10. 주요 세제 지원 내용 ························································23
11. 금융 지원 ····································································25
12. 벌칙 규정 ··································································· 26
제2편 우리사주조합의 설립 ················································27
제1장 설립 절차 ······························································· 29
제2장 조합규약등 제서식 작성 요령········································· 36
제1절 설립준비위원회 동의서 ················································ 36
제2절 조합 규약(안) ······················································· 36
제3절 우리사주관리위탁계약 신청서 ······································· 51
제3편 우리사주조합의 운영 ················································· 57
제1장 조합원 ·······································59
제2장 조합원총회 및 대의원회 ·············································· 60
제3장 조합의 임원 및 우리사주운영위원회 ································ 64
제4장 의결권 행사 방법 ·······················································67
제5장 조합 회계 관리 ························································· 73
제6장 보고?신고 사항 ······················································ 74
제7장 조합의 해산 ····························································· 76
제8장 법령상의 벌칙 ························································ 78
제9장 수탁기관과의 업무 협조 사항 ······································· 79
제4편 우리사주조합의 주식 관리 ··········································· 81
제1장 주식의 취득?배정?배분 방법 ········································· 83
제1절 주식의 취득 방법 ······················································ 83
제2절 주식의 배정 방법 ······················································ 87
제3절 주식의 배분 방법························································· 90
제4절 주식 취득 한도 ························································· 94
제2장 주식의 취득 유형별 배정?배분 등 실무 절차······················· 97
제1절 자사주 직접 취득 ······················································· 97
제1관 기업?대주주 등의 자사주 출연 ······································ 97
제2관 무상증자 등 권리에 따른 취득 ······································· 100
제2절 자사주의 간접 취득(조합기금에 의한 취득)························· 102
제1관 조합원 출연 기금에 의한 매입 ······································· 102
제1관의2 우선배정 주식의 취득 ············································· 106
제1관의3 우리사주매수선택권 행사에 의한 취득 ················· 111
제2관 회사?주주 등의 출연 기금에 의한 매입 ·························· 118
제3관 조합원 출연과 회사의 대응출연에 의한 취득 ···················· 121
제4관 조합 차입금에 의한 매입 ·········································· 122
제3장 신주인수권 및 배당금 처리 ·········································· 126
제1절 유상증자의 처리 ······················································ 126
제1관 조합원계정 보유주식의 유상증자 처리 ··························· 126
제2관 조합계정 보유주식의 유상증자 처리······························ 129
제2절 조합수익금(배당금 및 기금이자)의 처리·························· 130
제4장 퇴직자등의 주식 처리 ················································ 131
제1절 퇴직자의 주식 처리 ·················································· 131
제2절 자격상실(탈퇴) 조합원의 주식 처리 ································· 134
제5장 주식의 예탁 및 반환 절차············································· 136
제1절 주식 예탁····················································· 136
제1관 조합원 개인별계정 예탁··············································· 139
제2관 계정간 이체 예탁 ······················································· 142
제3관 조합계정 예탁 ···························································144
제4관 예탁 주식에 대한 담보권 설정 및 해지 절차 ························ 146
제2절 주식 인출 ································································ 149
제3절 예탁 및 반환 관련 제신고 ·············································· 153
제6장 비상장?비등록 법인의 자사주 환매수 절차 ························· 155
제7장 조합원 인출 주식의 우선매입 절차 ·································· 157
제5편 우리사주조합기금의 관리 ·········································· 159
제1장 조합기금의 조성 ························································ 161
제2장 조합기금의 운용 및 관·················································· 164
제6편 한국증권금융의 대출제도 ·········································· 169
제1장 대출 조건 ···················································· 171
제2장 조합원의 유상증자시 취득 자금 대출 ································ 173
제3장 시장 매입시 취득 자금 대출············································ 175
제7편 우리사주 관련세제····················································· 179
제1장 우리사주 조합원에 대한 세제 지원 ···································· 181
제2장 법인에 대한 세제 지원 ·················································· 190
제3장 우리사주조합에 대한 세제 지원 ········································ 191
제4장 대주주등의 조합 출연금 소득 공제 ···································· 191
제5장 증권거래세 ······························································· 192
제8편 질의응답(Q&A) ························································ 195
제1장 우리사주조합의 설립 ···················································· 197
제2장 우리사주조합의 운영····················································· 201
제3장 우리사주조합 기금 ······················································· 203
제4장 자사주의 취득 및 관리 ·················································· 204
제5장 자사주의 배정 및 배분···················································· 207
제6장 자사주의 예탁 및 인출 ··················································· 208
제7장 의결권등 권리 처리 ······················································· 211
제8장 기타 사항 ·································································· 213
부 록 ············································································ 215
Ⅰ. 관련법규 ··································································· 217
1. 근로자복지기본법(전문)······················································ 217
2. 증권거래법(발췌) 및 우리사주조합의 운영기준···························· 273
3. 기타 관련 법령(민법, 세법 등 발췌) ········································· 288
Ⅱ. 우리사주제도 관련 법률 유권 해석 ········································ 320
1. 우리사주조합의 설립 및 조합원 자격 ······································· 320
2. 우리사주조합의 운영 ························································ 323
3. 조합의 기금 ···································································· 329
4. 자사주의 배정 ································································· 329
5. 자사주의 예탁 및 인출 등 ···················································· 333
6. 자사주의 의결권 등 권리 처리 ··············································· 338
7. 조합의 해산 등 ································································· 340
8. 우리사주 세제 ································································ 341
Ⅲ. 업무 서식 ····································································· 351
1. 행정 서식(노동부 신고 및 보고 서식) ········································ 351
2. 조합 업무 관련 서식(한국증권금융(주)) ····································· 362
가. 우리사주조합 표준규약 ······················································· 362
나. 우리사주관리위탁 계약서 및 조합설립 관련 제서식 ······················· 371
다. 주식 예탁?반환 관련 서식 등 기타 제서식 ·························· 384
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