Study On The Protection Of The Rights And Interests Of Minority Shareholders In Limited Liability Company

Revision of the new "company law", to strengthen the legislative protection of the interests of the shareholders. But compared to other developed countries, China’s "company law" to protect the interests of the shareholders still have a large gap.Limited liability companyco determines the rights and interests of the shareholdersespecially the importance of protection of the rights of minority shareholders, but to protect the interests of shareholders of limited liability company and Limited by Share Ltd have not been particularly listing Corporation the same degree of social,academic attention. Compared to the Limited by Share Ltd, a small number ofshareholders of a limited liability company, the shareholders are more involved incompany management, the conflict of interest between shareholders more bigshareholders abuse of control, expropriation of small shareholders the right to knowand the surplus distribution. In addition, due to the limited liability company is lack ofcompany share transfer market, free transfer of shares to shareholders, small shareholders through the repurchase of shares and the request of the companyjudicial dissolution of the company the way to recover the investment return is more important. Dissent shareholders stock repurchase system and the system of judicial dissolution of a company is an important mechanism to protect the interests of small shareholders, balance between large shareholders and small shareholders. In this paper, based on the defects of the capital majority rule(that is, big shareholders abuse) and the characteristics of a limited liability company, through case study and comparative study, the inspection right of shareholder, shareholder earnings distribution rights, the right to repurchase shares of the company judicial dissolution of the company and the right to request the four aspects of the problem are discussed, and put forward the perfect vision. The main content of this paper is the five chapter:Because of the defect of capital majority rule based and leads to large shareholdersabuse the control power and infringement of the rights and interests of minority shareholders, it is necessary to first, the major shareholders, small shareholders are defined, the formal and substantive standards in the way of the combination of the small shareholders, defined as the shares of the company holding less than 50% of the shareholders or private arrangement based on the reasons did not obtain thecompany controlling shareholder. Then, for the interests of small shareholders are introduced, the interests of small shareholders as special shareholder rights, refers to the shareholders of a company with limited liability shareholders qualification and status based on the right. Finally, the fiduciary duty principle requires the control oflarge shareholders the fiduciary duty to the advantage of small shareholdersshareholders based on the principle of reasonable expectation, requirement of largeshareholders should be sincere, rational way to run the company, shareholders of the company to meet the good hope and desire.The second chapter through the research on the judicial cases of infringement on the rights of minority shareholders, the outstanding problems of the inspection right of shareholder, shareholder earnings distribution right of claim, right of repurchase,the company judicial dissolution of these four aspects are discussed. Smallshareholders the right to access the case until 2015 April 18 out of a total of 78 cases, accounting for 13% of all cases of the company. The small shareholders through litigation of infringement of right of access includes: being the major shareholder, directly rejected or ignored for a variety of reasons prevarication; small shareholders in order to understand the real operating conditions refer to the accounting vouchers requests rejected due to the small shareholders; lack of professional accounting knowledge to understand the accounting books and other documents, request the agent to exercise the right of access by large shareholdersrejected. While small shareholders investment returns, when the largest shareholderreturn on investment by reward and other means, in the presence of large shareholders abuse the control power of the company, shareholders often make use of its control is made whether the distribution of surplus small shareholdersresolution, requesting the court to judge company earnings right of court dismissed;small company to repurchase shareholders of the shares, only the decision at a reasonable price repurchase, and did not ultimately determine specific prices,resulting in between large shareholders and small shareholders because of price determination problems and disputes; when the small shareholders by the major shareholders to transfer shares of oppression, and request the company torepurchase shares to the court for the dissolution of the company, the small shareholders to shareholder oppression reasons for dissolution of the company.The third chapter and find out the shortage of China’s company law legislationaccording to the situation of the infringement of the rights and interests of minority shareholders, including the following six points: the legal reason agent against the inspection right of shareholder’s legal liability, the accounting vouchers are not included in the scope of the inspection right of shareholder, shareholder inspection right is not clear, right, request right of shareholders earnings distribution noprovision is not clear to the court of the repurchase of shares discretion obligations,shareholder oppression is not included in the pricing of company judicial dissolutionis not specified.The fourth chapter through to Germany, Japan, the Usa Inc law, a comparative study of the inspection right of shareholder, shareholders profit distribution right of claim,the repurchase rights for dissent shareholders, the company judicial dissolutionsystem, it can use for reference in China’s legislation.Chapter V of minority shareholders according nfraction situation, lack of extraterritorial legislation and company law can learn from the experience, proposed to improve the "Company Law" idea: First, the company does not fulfill the obligation to provide the main file civil liability provisions of its small shareholders, its necessary fine; two, should be included in the shareholder accounting documents of reference and request access to the accounting documents setting conditions for the exercise; three provisions could be entrusted with the interests of the company shareholders independent accountants, lawyers took the check and copy of the statute Column corporate documents; four, when the provisions of the shareholders’ meeting does not make a resolution whether to allocate earnings, shareholders may request the court to make the decision whether to allocate surplus company resolutions; five, shall be determined on the price of the shares, by agreement between the company and the shareholders, If agreed to be acquired in the company and the shareholders have not reached an agreement within thirty days, the company or shareholders may apply to the court within thirty days determine the price; six, should adhere to the same time in the current "Company Law" provisions of Article 182, subject of increasing shareholder oppression, and continues to exist only in the interests of the shareholders will suffer heavy losses, can not be resolved through other means, the court may dissolve the company based on the subject of shareholder oppression.