Research On Some Issues Of Compulsory Distribution Of Earnings In Limited Companies

Shareholders to set up the company's investment, its ultimate goal is nothing more than to get the profits of investment on time. Shareholders of the distribution of the surplus claim is the shareholders to achieve the most basic way to return on capital, and the actual value of shareholder rights and the most important substantive and economic rights, has very important significance for the shareholders of a limited liability company. However, in the evolution of the company, the company's control is often concentrated in the hands of controlling shareholders, controlling shareholders to abuse the rights of minority shareholders against the interests of minority shareholders, the means is a variety of. Holding of oppression of shareholders of small and medium-sized shareholders encroach on minority shareholder rights and interests of the phenomenon is very prominent, such as controlling shareholders abuse of company autonomy, the capital majority instance and business judgment principle, loopholes, determine the long-term distribution of surplus does not against the substantial rights of minority shareholders and so on. Because of the "rights and rights protection as the two wings of a bird, two wheels of the car, the two are equally important.However, the current "company law" provides many relief measures are not targeted, the effectiveness is not high, slightly weak. Compulsory allocation of surplus litigation is a kind of new and relatively advantageous relief mode, which is a necessity of the judicial intervention. This paper is divided into six parts. The first part, the author from the fiduciary obligation principle and the shareholders the doctrine of reasonable expectation and V. three aspects: mandatory distribution of surplus procedure on the basis of the theory is analyzed. From theoretical level that forced distribution earnings litigation framework. The second part describes the current "company law" remedies for the defects and the mandatory distribution of surplus litigation has a role to fill loopholes, which shows the necessity of compulsory distribution of earnings. The third part of the paper briefly describes the feasibility of compulsory distribution of earnings. The world has been in the legislation considered directly regulate the behavior of controlling shareholders to take care of small and medium shareholders interests, judicial intervention and evaluation in fact has formed a correction of the principle of autonomy of a company, capital majority decision rule, to balance between the size of the shareholders the right to operation conflict. On the basis of above several parts of the author in the fourth part emphatically on mandatory distribution of surplus litigation procedure was studied, this part is divided into five sections, namely, the plaintiff and the defendant qualification, jurisdiction, burden of proof, litigation costs and litigation guarantee, judgment standard and the referee's boundary. In addition, considering the limited liability company has, the characteristics of a high degree of closure, maintain internal harmony is very important significance, the author in the fifth part analyzes the forced to assign the surplus procedure using the necessity and feasibility, forced to assign the surplus litigation mediation prepositional procedure were studied.