On The Lawsuit Of Compulsory Distribution Of Dividends By Limited Liability Companies

In limited liability company, dividend is the only way for the most minority shareholders to get investment returns, it’s of great significant for them to obtain their dividends. However there are various interest disputes among shareholders. The majority shareholders who have capital advantage are more apt to abuse their majority rule principle, which can manipulate the dividend distribution policy of the company and make decisions such as distribute nil dividends or less dividends, as a result, the minority shareholder’s dividend distribution claims will be infringed. Indeed we have effective laws can offer assistance to the minority shareholders whose rights get infringed, such as claiming the majority shareholders’ credit responsibility, prosecuting the decision of a shareholders’ meeting as an ineffective and revocable one, or requesting for a compulsively repurchase of their shares, asserting a judicial dismiss and share equity transfer. But these assistance has obvious limitations that they can only protect shareholder’s dividend distribution claims indirectly, and limitations still exist. As the serious situation that the minority shareholder’s dividend distribution claims getting infringed, we urgently need to figure out ways to protect the victims from getting damage by new theory view and system design. Under this background, it’s becomes one option for us by referring to the practice of western mature compulsory dividend distribution system design. Therefore, the author select The force distribution of dividend proceeding case to research how to effectively assist the minority shareholder’s dividend distribution rights. In the process of researching, the author generally makes use of literature research method, comparative analysis method, system analysis method and other research methods. By all this means, the author accomplish a completed exploration on the The force distribution of dividend proceeding case which focus on reality background、 legitimacy、outboard practice and specific domestic policy establishment.First of all, the research focus on the establishment reality background of our country’s the force distribution of dividend proceeding, which points out the situation that the minority shareholder’s dividend distribution rights get infringed and cannot receive any protection in limited liability company is mainly because a failure of our country’s legislation and jurisdiction. We render a solution to solve the difficult situation that the minority shareholder’s dividend distribution claims are infringed by drawing in the force distribution of dividend proceeding.Secondly, this article has particularly demonstrated the legitimacy of establishing the force distribution of dividend proceeding. The article also indicates the limitation of company autonomy is the shortcoming that hardly can be overcame by itself, and the establishment of compulsory dividend distribution mechanism need to be theoretically supported by law system design as well as the rationality and availability demonstration on introducing jurisdiction into dividend distribution disputes. Thirdly, the article does research on the regulations of American compulsory dividend distribution case as well as the British judicial regulations on assistance towards unfair impairment and French corporation law on punishment against power abuse. By studying the outboard compulsory dividend distribution regulations, we can seek solutions for our own. Lastly, the article presents specific settlements on the force distribution of dividend processioning our limited liability company. Through the establishment of relevant rules, we offer theoretical guidance on the procedure rules about pre-priority, lawsuit mainstay, administrate rights and distribution of responsibility demonstration, towards our country’s force distribution of dividend proceeding.