The Research On Mandatory Surplus Distribution

The purpose of investment is to get interests,“the more you invest,the more interests you will get” is the common sense in market economy.When it comes to shareholders,companies and social production,it is important for the company which is the most active component in national economy to create wealth.But what the company has ignored is that the shareholders' investment occupies large part of its funds.Only if the company's profits is distributed to every shareholder,the company has completed its ultimate mission.However,in practice,shareholders are naturally divided into majority shareholders and minority shareholders due to their different control force on company.“Capital Majority Rule” endows majority shareholders the advantage on voting,they indeed become company's dominator.There are so many cases show that majority shareholders infringe minority shareholders' interests and the minority shareholders are exiled to week position.However,no matter majority shareholders or minority shareholders,their rights should be protected equally for their identity of shareholder.Modern company democracy require sufficient protection for minority shareholders,this kind of protection can also promote company's development.Chinese legal system of surplus distribution has stipulated the subject,object of the company's surplus distribution,but the remedy measures for minority shareholders are incomplete.Article 15 of the Provision of Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China(?)establishes the lawsuit of mandatory surplus distribution,which can help relief the rights of minority shareholders.Even though it can benefit minority shareholders,it is imperfect in some details.How to judge the action of abusing shareholder's rights? Can the one who abuse his shareholder's rights be regarded as defendant? Should minority shareholders bear unfavorableresponsibilities due to the burden of proof ? The above questions haven't been solved.In legislation,the United States,Britain and France have already had clear and useful measures to solve above problems.Through case and literature analysis,the author think our domestic law should indicate that the action of abusing shareholder's rights refers to majority shareholders cheat,oppress,treat minority shareholders unfairly on purpose.Together with company,the shareholder who abuse his voting rights should be as defendant in the lawsuit of mandatory surplus distribution,which will not only benefit for finding out the truth,but also facilitating the execution of the judgment.Moreover,our law should reduce minority shareholders' burden of proof.The author think it's fairer to let company provide financial documents to prove whether there is enough distributive surplus or not.Minority shareholders can put their reasonable suspicion,then it's majority shareholders' responsibility to prove they don't abuse rights.The improvement of legal system can be put forward through generations' efforts.It will be the author's great honor,if this paper can provide useful suggestion for the legislation of mandatory surplus distribution lawsuit.