On The Protection Of The Articles Of Association Of Minority Shareholders

With the continuous development of China’s socialist market economy and improve, protection of minority shareholders’ interests are increasingly subject to the supervision of public opinion concerned with all aspects of society, at the same time, the protection of minority shareholders’ interest is their own important issues needed to solve the corporate governance. Due to the large shareholder of the company occupies a majority equity ratio, has a relatively strong position, hold a larger voice in the company’s daily operation and management, it cannot be achieved in essentially lead to legitimate rights and interests of minority shareholders, even when aggrieved, could not get proper relief.The nature and effectiveness of the Articles of Association determines that it has the function of protection of minority shareholders’ equity, because the articles of association of the company’s shareholders, directors and senior management staff are binding, minority shareholders can protect their own interests by influencing the way the terms of the Articles of Association, the use of self-Relief Articles. This is a very effective mechanism for self-protection of minority shareholders, constraint or pressure can play a role of large shareholders and controlling shareholders, a variety of potential threats faced by small shareholders containment, through scientific and rational system design, balancing the interests of the parties concerned demands, the new company law measures to protect the interests of minority shareholders refinement, supplement, specifically related to the exercise range and relief channels, and effectively protect the interests of minority shareholders and maintain reasonable and legitimate minority shareholders legitimate interests, conflicts of interest and reduce friction within the company between large shareholders and minority shareholders, so can the healthy and stable development of the company.Based on the company’s article of association and shareholders ’equity of the discussion, the articles of association analyzed theoretically has a protective effect of small shareholders’ interests, and by analyzing the provisions of the Companies Act, the Articles of Association can find the space to play, and then through institutional improvement and innovation, maximize the protection of the interests of minority shareholders.To demonstrate the above point of view, this paper includes the following sections:Part I: Overview and articles of association of small shareholders’ equity. It discusses the meaning of the Articles of Association and features, shareholders and the concept of shareholders ’equity, and analyzes the causes of damage to the interests of minority shareholders and the need to protect minority shareholders’ interests.Part II: accordance with articles of association to protect the interests of minority shareholders. Through in-depth analysis of the nature and effect of the Articles of Association, the Articles of Association have proved theoretically protect the interests of minority shareholders role.Part III: Articles of Association to protect the interests of minority shareholders by refining the Companies Act. Articles include inquiry right through refinement of Directors ’diligence obligations "refinement of shareholders’ equity to protect minority shareholders.Part IV: Articles of Association to protect the interests of minority shareholders by perfect the provisions of the Companies Act. Articles include self-dealing by directors perfect program to perfect the shareholders ’right to information, add shareholder derivative litigation system, add the number of the voting rights of the meeting is required to achieve the protection of minority shareholders’ equity.Part V: Articles by priority the Company Law provides for the protection of minority shareholders. By priority the provisions of the Articles of Association include a limited liability company shareholder voting rights, priority the provisions of the limited liability company inherited the qualification as a shareholder, to priority shareholders of a limited liability company dividends in investment regulations and the priority of subscription rights, priority of a limited liability company share transfer provisions of the Small shareholders’ equity protection.