Limited Liability Company Dividends The Right To Distribute The System

The legal profession there is a popular proverb, right in need of relief, otherwisethe rights of a rubber stamp. For rights holders, rights can not be guaranteed, and isbound to be innocent infringement. China is building a government under the rule oflaw will not allow the occurrence of this kind of thing. Limited liability companydividend distribution request the protection of the right system made in our companylaw provisions. Should level the "Company Law" as an important part of theorganization in the modern market economy legal system, it should be fully embodiesthe characteristics of the equal rights, public rights and other rights-based law andcommercial law, the pursuit of autonomy, freedom, the spirit of the value of earnings.However, the theoretical aspects of China’s protection of minority shareholders of alimited liability company dividend claim, the system, and lack of practice need to beimproved. In theory, the importance of academia in the system in China is not enough,the dividend claim papers, books, and still in its infancy stage, the number is not muchquality to be further improved; in the system, China request the provisions of therights protection system of the Company Law and other relevant laws and regulationson the dividend distribution is not perfect, some provisions and even the comparisonprinciple, do not have the reality of the operability of the system requirements andreality is obvious there is a disconnect; In practice, China high-speed economic andsocial development, an increasing number of commercial subjects, conflict of interestis also increasing. If the controlling shareholders or the board of directors made thedecisions and there is no distribution of dividends to minority shareholders ofdividend claim would be undermined. The system is missing or not operable lawmakes the company’s minority shareholders can only be the face of reality againsthelpless. This is not conducive to stimulate the investment enthusiasm of the minorityshareholders, is not conducive to long-term development, and will certainly result inhindered the development of China’s market economy. Company Law requiresshareholders to develop the autonomy of the Articles of Association, in line with therequirements of market economy. Because minority shareholders investment companyaim is to obtain the dividend, for the distribution of profits. If the controllingshareholder of the company name of autonomy under the banner of misuse themajority rights, against the interests of small shareholders, not to minority shareholders for dividends, then, not only the wishes of the minority shareholdersinvestment may fall at the same time, if you allow the law to any mandatoryintervention things of the company, which does not meet the company’s autonomy.Thus, how to handle this relationship matters. For this reason, this article focus onallocation of dividends to shareholders of the limited liability company request theright to study the Chinese corporate governance and shareholder rights standpoint anda starting point, as foreign advanced legislative system, the judicial experience andpractical skills as a reference, hoping to theoretical systems and practical help for theprotection of minority shareholders of a limited liability company, the dividend claim.The paper I wrote the main part of a total of five parts:The first part, leads to relevant cases and issues. This section as the beginning ofthe actual cases, leads to the protection of limited liability company shareholderdividend request the right to investigate, were thinking the minority shareholders ofthe company’s autonomy and the court for compulsory intervention in, and limitedliability company How to obtain judicial relief, so as to limited liability companydividend distribution request the right to explore the ready.In the second part of the dividend distribution of the limited liability companyrequests the right based on theoretical analysis. This section is composed by threeaspects: First, the definition of the dividend claim made defined. And then describesthe characteristics of the dividend claim. Finally, the implementation of the rightdistributes dividend. This section is mainly theoretical knowledge of the dividendclaim for a brief overview, to be paving the way for further elaboration of theargument.In the third part, China’s Company Law in the system of dividend claim lack ofprotection. This part of the combination of the specific provisions of the "CompanyLaw", analysis of China’s existing legislation in the relevant defects, including thefollowing: first details the shortcomings of the protection of equity in the articles ofassociation of autonomy. Second, it discusses the protection options in the shareholderresolution is invalid and may revoke the lack of it And then protect the equity in thedissenting shareholder dividend repurchase request to the lack of rights. Theshortcomings of the protection of compensation in the controlling shareholder breachof fiduciary duty are described.In the fourth part, to investigate the protection of Chinese and foreign limitedliability company dividend distribution to seek power. This section discusses the related systems in the United States, Britain and Francs, given a limited liabilitycompany dividend claim the protection of law, as well as the relevant system ofperfect inspiration.The fifth part, the focus on writing the protection of limited liability companydividend distribution requests the right to a few measures. The part is composed byfour aspects: the first is the strengthening of the prior agreement of awareness of theArticles of Association. Followed by the provisions of the mandatory distribution ofdividends litigation system. Then the new provisions of the share repurchase claims.Finally, provisions restricting the rights of majority shareholder capital approach.