The Protection Of Claim Right Of Small Shareholder's Earnings Distribution In Limited Liability Company

The claim right of surplus distribution is a basic right of shareholders,which is an important way for shareholders to obtain investment income,and it is very important for shareholders to obtain profits.As the core of shareholders' right of self-interest,the claim right of shareholders' earnings distribution plays an important role in the realization of profit distribution,and it will also affect the investment enthusiasm of shareholders,and then affect the development of our country's corporate system.Whether the company carries on the surplus distribution,how to distribute,the form of distribution all belong to the scope of the company autonomy,the company law generally does not interfere.However,the decision-making power of the company's earnings distribution is in the hands of the majority or controlling shareholders of the company.Once these shareholders make a decision not to distribute or symbolically distribute the surplus through the principle of capital majority decision,it will directly harm the interests of the minority shareholders.With the development of economy,more and more people take part in the economic activities,and the cases of the disputes between shareholders about the distribution of earnings are also increasing gradually.Although our country has provided some protection to the shareholder's surplus distribution right,but this has not provided the direct protection to the shareholder's surplus distribution right dispute,can not truly satisfy the shareholder's surplus distribution need.In the judicial practice,the court is bound by the principle of "company autonomy,careful intervention",and only adopts the legitimacy examination to the company resolution,and the minority shareholder can not prove that the controlling shareholder caused the infringement to it for various reasons.The result of the lack of effective evidence is that the court does not support the claim of minority shareholders who want to distribute the surplus,and it is very difficult to protect the claim of surplus distribution in essence.In view of this,this paper mainly from the minority shareholders of the causes and types of infringement of earnings distribution claims and how to protect,put forward through the articles of association to make the prior protection of earnings distribution and compulsory surplus distribution of the ex post protection.The introduction of this paper introduces the current situation of the protection of the claim right of minority shareholders' earnings distribution in limited liability companies,and explain thepractice of judicial practice through a case,leads to the plight of the claim right of minority shareholders' earnings distribution.The first part of this paper is the theoretical analysis of the right to claim for the distribution of earnings,respectively,the specific claim for distribution of earnings,abstract claim for distribution of earnings are described respectively.The second part of this paper analyzes the causes and types of the infringement of the claim right of surplus distribution.From the point of view of capital majority decision,the conflict of interest between large and small shareholders and tax avoidance,this paper expounds the reasons why large shareholders will infringe upon the claim right of small shareholders' earnings distribution.It further analyzes the infringement of shareholders' right to claim for profit distribution,including excessive withdrawal of arbitrary provident funds,malicious non-distribution of large shareholders or non-convening,illegal convening of shareholders' meetings.The third part of this paper is the law to the shareholder surplus distribution request right relief stipulation.First of all,it introduces some provisions of the current law,including the fourth interpretation of Company Law,which was newly published last year.Article 14 and 15,as well as the previous Supreme Court and some of the Supreme Court of some of the provisions of the claim for surplus distribution of the provisions of the claim,and the evaluation of these provisions.Then it introduces some specific relief measures and the limitations of these relief measures,including: equity buyback system,dissolution of the company's action,shareholders' meeting invalid or revocable action.The fourth part of this paper is divided into two parts to protect the rights of minority shareholders to be allocated earnings.First of all,through the company articles of association through the protection of minority shareholders' right to know to indirectly protect the rights of surplus distribution;through the establishment of forensic accounting system to help the judicial investigation of the case.Secondly,to seek judicial relief from the outside of the company,the author emphasizes the establishment of compulsory earnings distribution to protect minority shareholders of the claim for distribution of earnings.