Research On The Protection Of The Dividend Distribution Claim Of Minority Shareholders Of Limited Liability Company

An important purpose of a shareholder investment company is to obtain corresponding income from the company,the claim to distribute dividends is an important right to protect shareholders' income.However,in a limited liability company,because the willingness of major shareholders and minority shareholders in the distribution of dividends is often inconsistent,there is a conflict of interest between shareholders.In the shareholders' meeting,the major shareholder took the advantage of the capital majority rule and controlled the dividend distribution of the company,making a resolution that did not reflect the willingness of the minority shareholders to distribute dividends,and less or not distributing the company's dividends,thereby infringing the minority shareholders' dividend distribution claim.When the minority-shareholders' dividend distribution claim is infringed and seeks relief,they are caught in the dilemma of rights protection due to many obstacles at the institutional level and the practical level.Although the "The application of the Company Law(?)" stipulates the shareholder's claim for dividend distribution,it provides certain institutional support for the shareholder's rights protection,but there are problems of narrow protection and unclear judgment standards.Moreover,other protective protection systems in the Company Law,such as dissident shareholder share repurchase,equity transfer and other systems have limited protection;In practice,the company's articles of association do not elaborate on the distribution of dividends,and there are also legal application problems such as the distribution of burden of proof and the determination of the amount of dividend that can be distributed.In view of the current dilemma of rights protection,it is important to strengthen research to improve the protection of the minority shareholders' dividend distribution claims.This paper uses case analysis,comparative analysis and other research methods to deeply explore the infringement status of the minority shareholders' dividend distribution claim and the internal factors of the protection of the lack of position,and draw on the beneficial experience of foreign countries and the theory of shareholder rights protection,put forward specific proposals for the protection of the dividend distribution claim of minority shareholders.The specific research content and structure of this paper are as follows:The first chapter is the concept definition and theoretical basis.Through the definition of related concepts,the research object is clarified,the research scope is framed,and the connotation of the dividend distribution claim is clarified.Through the analysis of the theoretical foundation,theoretical support is provided for problem mining,analysis and solution.The second chapter is the practice evaluation of the minority shareholder's dividend distribution claim.Through the combing and analysis of relevant judicial cases,summary the main situations in which the minority shareholders' dividend distribution claim are infringed.The third chapter is the analysis of the lack of protection of the dividend distribution claim of the minority shareholders in China.Through the deeply analysis of the company's articles of association,legislative protection,judicial relief,and other means of assisting protection,the reasons for the lack of protection of the dividend distribution claim of minority shareholders are clarified.The fourth chapter summarizes the protection experience of the dividend distribution claim of minority shareholders in the United Kingdom,the United States,France and Germany,and obtains the enlightenment and guides the improvement of the protection measures for the dividend distribution claim of China's minority shareholders.The fifth chapter is to strengthen the specific countermeasures for the protection of the dividend distribution claim of China's minority shareholders.According to the foreign experience and theoretical basis,combined with the actual situation in China,design the measures to strengthen protection,including guiding shareholders to refine the provisions of the charter,expand the scope of protection of the right to distribute dividends,clarify the criteria for shareholders to abuse their rights,and protect the rights of minority shareholders,standardize the rights of major shareholders and improve the litigation system for dividend distribution claim.