Judicial Relief On The Claim Of Shareholders' Surplus Distribution

Chasing profit is the nature of the company,the main purpose of the shareholder investment company is to distribute the surplus.When investors become shareholders,They should enjoy the right to receive surplus distribution.Accordingly,the company should also maximize the return of shareholders as their own goals,in the premise of ensuring the smooth development of the company,the company's profit distribution to shareholders.However,in real life,there is often happen the major shareholder of the limited liability company to use the principle of capital majority.The shareholders will not be able to pass the earnings distribution scheme,lead to minority shareholders can not get the surplus distribution.The face of corporate autonomy and the protection of the interests of minority shareholders.What is the value of the Company Law in our country on these two values? In judicial practice,different courts have different understanding.This article will analyze a typical case of the distribution of the surplus,discussion on the value orientation of China's current surplus distribution system.The article is divided into three parts.The first part introduces the basic situation of the case.By comparing the judgment of first instance,second instance and retrial,summed up the focus of controversy,led to this article to explore and solve the problem.The second part is the legal analysis of the controversial focus of the case.First of all,this part solves the problem of capital contribution obligations,analyzes the influence of shareholders' contribution to the shareholders' qualification and the restrictions on the exercise of the right to claim the surplus.The second step discusses the two levels of the right of surplus distribution,and explain the conversion of the abstract right of claim for surplus distribution to the specific earnings distribution claim.The third step discusses the value of the company law of the two,the court can not only focus on the principle of corporate autonomy.The fourth step discusses when the right of claim for earnings distribution is violated,what remedies are provided byour company law.The shareholder has fulfilled the obligation of capital contribution,The third part draws the conclusion of this paper.When the company's decision not to specify a distribution plan for the surplus,the right of claim for surplus distribution should also be subject to judicial remedy.The court should hold a positive attitude to accept such disputes,but in the intervention should meet certain conditions.