Research On Shareholders' Dividend Agreement Of Limited Liability Company

In accordance with the meaning of Article 34 of the "Company Law",the shareholders of a limited liability company shall receive dividends in accordance with the actual proportion of capital contribution,except that all shareholders agree not to draw dividends in accordance with the proportion of capital contribution.Here,the "Company Law" recognizes that all shareholders have other agreements on dividends.However,in practice,there are many problems with this kind of agreement among all shareholders.This paper takes the case that Yesiyuan suing Xiamen Hualong Xingye Real Estate Development Co.,Ltd.as the starting point,and discusses the problems in the practice of all shareholders agreeing not to pay dividends in terms of nature,effectiveness,implementation and relief.The introduction mainly introduces research background,research status,research methods,innovations and structure of the thesis.The first chapter is an overview of the nature of the shareholders' dividend agreement in limited companies,which mainly involves legal interpretation and judicial practice,and a normative analysis of the "all shareholders agree not to receive dividends in accordance with the proportion of capital contributions" mentioned in Article 34 of the Company Law,and interprets the company shareholders dividend agreement from the meaning and existence of two aspects.Under the framework of the shareholder's asset income right constructed by the Company Law,the company's dividends actually exist in two stages: The dividend resolution(decision)passes the previous abstract dividend qualification stage and dividend resolution(decision)passes the specific dividend-paying credit stage.Therefore,from the point of view of the object of meaning expression,there are also two typical types of shareholders' dividend agreement in limited companies,namely,the agreement on the qualification of abstract dividends and the agreement on specific dividend claims.The core difference between the two is whether it points to a certain dividend item and whether it can be used as a basis for specific dividends.The abstract agreement is close to the articles of association.Its meaning does not directly point to a certain dividend,and it is still subject to the resolution(decision)of the shareholders' meeting to receive dividends.At this time,the division between the shareholders' dividend agreement and the shareholders' meeting resolution(decision)of the limited company is clear;The meaning of the specific agreement points to a certain dividend,which points to the resolution(decision)concerning the profit distribution plan.It can itself be used as a basis for dividends,and therefore faces the risk of being replaced by subsequent shareholders' meeting resolutions(decisions).Therefore,the two are very different in terms of effectiveness,means of realization and means of relief.The second chapter is the effectiveness of shareholder dividend agreement of limited company,and discusses the abstract agreement and the specific agreement separately.As far as abstract agreement is concerned,when it is embodied in the articles of association of the company,it has the effect of the "Company Law" and can influence the subsequent shareholders' meeting resolution(decision)by means of the lawsuit of resolution validity.The dispute is mainly as an abstract agreement of shareholders agreement,which of course has the effect of multiple acts of debt,and whether it can produce the effectiveness of the "Company Law" also needs to be discussed in the category of shareholders agreement to promote the closure of corporate governance and the revision of the articles of association.As far as the specific agreement is concerned,its embodiment is mainly the shareholders' agreement and the shareholders' meeting decision.It is difficult to distinguish between the theoretical preset and the judicial practice.Its effectiveness directly points to the specific dividends of the current time and directly involves corporate governance.It can be regarded as a resolution(decision)of the shareholders' meeting on specific dividend matters after the change of the statutory or constitutional percentage of dividends,that is,the percentage of dividends that can be directly agreed upon by all shareholders in the current dividend.The third chapter is the method of realization and relief of shareholder dividend agreement of limited company,and discusses the abstract agreement and the specific agreement separately.As far as abstract agreement is concerned,the articles of association of the company are included in the unanimous agreement of all shareholders,and subsequent shareholders' meeting resolutions(decisions)can be controlled by the lawsuit of cancellation of the resolution.As an abstract agreement of shareholders,it still needs to discuss whether it has the effect of amendment of the charter and has an impact on subsequent shareholders' meeting resolutions(decisions).Of course,the abstract agreement has the effect of debt,which can be remedied by the debt not fulfilling the responsibility.In China,it is basically equivalent to the liability for breach of contract.In terms of specific agreements,combined with the company's rules of procedure,with reference to the principle of debt renewal,specific agreements will be replaced by subsequent shareholders' meeting resolutions(decisions),and subsequent shareholders' meeting resolutions are often manipulated by controlling shareholders.This paper tries to discuss the regulation of controlling shareholder's abuse of control right,because the essence has abandoned a rule agreed by all shareholders,and has obtained more superior practical benefits.Finally,it's the conclusion of this paper.This paper tries to summarize nature,effectiveness,implementation and relief.