Co., Ltd. Research On The Protection Of Dividend Distribution Claims

For dividend distribution is an important right granted to the shareholders of a company,shares of other content is around the core basic rights.Because capital majority principle,as well as limited liability company of its own special properties,so that they don't have as strong as co.,LTD.,openness and mature public share transfer market,thus limited liability company of small and medium shareholders' equity is more likely to be violated.Some of the existing system in China,such as objection shareholder buyback system of right of claim,the shareholders' meeting is invalid or revocable suit,the controlling shareholder honesty obligations,equity transfer system,etc.,the rules of remedies to a certain extent to protect the shareholder dividend distribution of rights and interests of minority shareholders,but the system did not fundamentally solve the problem.Although the issue of dividend distribution is the internal affairs of the company,when the distribution of self-government is obviously unfair,the law should correct the unfair phenomenon.This paper mainly USES comparative analysis and empirical research to study the damage status of minority shareholders of China's limited liability company,put forward on the premise of respect the company autonomy appropriate judicial compulsory intervention dividend distribution,from the perfect design of the system,taken in advance to protect,afterwards relief,and supplemented by the tax adjustment,for prior protection system put forward the following Suggestions: 1,to small and medium-sized shareholders veto dividend distribution solutions and put forward a new dividend distribution rights.2.Modify the necessary clauses in the company's articles of association,and make "dividend distribution plan" as the necessary item.3.Set the maximum limit for the extraction of any provident fund.In the case of post-relief,the judicial review of the dividend distribution rights of the non-formed dividends should be allowed.4.The deficiencies in the protection of the rights of the abstract dividend distribution stipulated in the interpretation of company law iv are improvedThe research structure of the claim for dividend distribution is as follows:Described in the introduction part in the practice of companies often do not undertake profit allocation of the background,points out that the existing legislation and judicial protection existence flaw and the insufficiency,proposed in this paper,the main problem of study.The first chapter is the basic theory of dividend distribution right of claim,this paper introduces the concept of indemnity to the dividend distribution,function,and achieve the desired physical conditions and procedures,and dividend distribution in China claims the traditional two level classification method for specific distribution right of claim and abstract raised the idea of refactoring.Chapter 2 for dividend distribution of our country present situation and cause of damage is analyzed,expounds on the specific situation of dividend distribution of claim damage in our country,and to deeply analyze the reasons.The third chapter of the existing protection system of the right of claim for the dividend distribution is studied,and analyzes all kinds of defects of protection system,as well as around the court in the judicial practice of the practice and the referee basis,come to the conclusion that the existing protection system need to be perfect.The fourth chapter is based on the foregoing analysis is put forward for the judicial relief of the right of claim for dividend distribution system perfect suggestion,including strengthen the awareness of shareholders prior agreement establishing protection system in advance,restrict capital majority principle,perfect the system of objection shareholder buyback claims,"explain the four company law" the regulation is the medium and small shareholders can initiate a mandatory dividend distribution proceeding,but there are still some limitations,this part analyses the forced condition of dividend distribution of the suit is filed,and,the burden of proof on the parties,the amount of dividend distribution made a preliminary exploration,make the system more operable.