Research On The Protection Of Shareholder's Right To Dividend In Limited Liability Company

Shareholder's right to dividend is a kind of beneficial rights based on shareholder's qualification.There are two basic conditions for shareholders getting their due share out bonus from the company.The substantial elements is the company has a surplus can be allocated and the formal elements is the board of directors makes a plan of share out bonus and the general meeting of shareholders passes the dividend resolution.To some extent,dividend belongs to the content of company's autonomy.Companies make decision depend on management condition and investment plan.In the limited liability company,the controlling shareholder is income diversified shareholders,their dividends can be obtained through other ways,so the controlling shareholders tend to get capital gains dividends retained to the company,but the small and medium-sized shareholders is shareholders in its pure income,after their capital investment,dividend is the only way to get a return on investment,so small and medium-sized shareholders tend to get dividends in the company.When the company does not distribute dividend maliciously,the dividend right of small and medium shareholders is infringed,this situation occurs in practice from time to time.Minority shareholder's dividend rights can't get effective protection.Shareholders invest for returns,but it is difficult to be fully realized in real life.Shareholder's right to dividend is unable to effectively implement not only reduces the investor's confidence but also affect the normal operation of capital market.So it is necessary to make a system research of protection of shareholder's right to dividend.The case study method and the comparing study method are used in this article.The main body of this essay contains four chapters:Chapter one describes the Legal doctrines and judicial present situation of dividend rights.This part first introduce the Legal doctrines of dividend rights,the substantial elements is the company has a surplus can be allocated,and formal elements is the board of directors makes a plan of share out bonus and the general meeting of shareholders passes the dividend resolution.Section two introduces the judicial present situation of application of substantial elements through the cases and theory.These are two forms of the contents of the resolution: The company decided to pay dividends,and the company decided to pay dividends.This paper concludes major judge opinion respectively.Chapter two analyzes the limitations of judicial relief measures.There are three main relief ways: the resolution was invalid or revocable system,objection shareholder buyback claims and the distribution of right of claim.The current judicial relief measures can't protect dividend rights of shareholder.At the last of this part,based on the status quo,the author put forward suggestions from two aspects,one is autonomy of private law,and the other one is judicial enforcement.Chapter three introduces the mandatory surplus litigation.Conflict of interest among the controlling shareholders and minority shareholders is more apparent in the limited liability company.It is necessary to build a mandatory dividend proceeding.This paper introduces the three aspects: applicable conditions,burden of proof and results of judgments and rulings.Chapter four introduces the company autonomous measures.The company autonomy mainly includes two forms: Articles of association and Shareholder Agreement.In the Articles of association of a limited liability company I propose that guidelines should be formulated to specify bonus clause.Besides I analyze the remedies of preachments of articles of association.To the shareholder agreement,I introduce the legislation of foreign country and analyze its legal position.Further more,analyzing the content and the relief way of the shareholder agreement.