Research On The Protection Of Profit Distribution Claims Of Small And Medium Shareholders In Limited Companies

"There is no right without relief," otherwise the right is useless.For the rights holders,the rights can not be realized and will inevitably be violated.As an important part of the legal system of modern market economy,the company law should fully embody the principles of equal rights and prohibition of abuse of rights and the value spirit of commercial law in pursuing autonomy,freedom and profit.But unfortunately,in the theory,system and practice of our company,the protection of the surplus distribution right of minority shareholders in limited companies has been very inadequate.The current "company law" and the judicial interpretation of the relevant provisions on the protection of shareholders 'surplus distribution rights are not sound,some are comparative principles,some are not in line with the actual situation,are not operational,and the system regulations are out of touch with reality.Due to legislative defects and insufficient judicial protection,small and medium-sized shareholders in limited companies can only face actual infringement and can not help.This is not only not conducive to stimulate the investment enthusiasm of limited minority shareholders,not conducive to the long-term healthy development of limited companies,will inevitably hinder the development of the socialist market economy with Chinese characteristics.The Company Law emphasizes the principle of the autonomy of business subjects,but autonomy is not without borders.Small and medium shareholders investment limited is to obtain the company's surplus,earn profits.If the controlling shareholders of limited companies use the principle of "capital majority" to infringe on the rights and interests of small and medium-sized shareholders in the name of autonomy and do not distribute surpluses to small and medium-sized shareholders,then the desire of small and medium-sized shareholders to invest may fail.At the same time,if the law is allowed to intervene arbitrarily and compulsorily in the affairs of limited companies,it will also conflict with the principle of autonomy of the company law.Therefore,how to deal with the relationship between controlling shareholders and small and medium-sized shareholders,investment development and surplus distribution,which is related to the development of limited companies and social harmony.This paper introduces the concept of surplus distribution claim of the company as an entry point,expounds the characteristics of surplus distribution claim,and the conditions and forms of the exercise of surplus distribution claim,and analyzes the problems and reasons of the small and medium-sized shareholders 'surplus distribution claim protection in China's limited companies.This paper introduces the relevant provisions of the United States,the United Kingdom,France,and Germany on the protection of the surplus distribution rights of small and medium-sized shareholders and its reference significance to China.Finally,it is proposed that investors presuppose the surplus distribution clause when signing the articles of association of the company.We will improve the system for requesting shareholders to buy back shares and establish a system for controlling shareholders to purchase shares,introduce the system of mandatory distribution of company earnings in the real sense,and form a comprehensive,vertical and stepped approach to the protection of the surplus distribution rights of minority shareholders.