Study On The Protection System Of Dividend Distribution Claim Seeking Rights Of Small And Medium-sized Shareholders Of Limited Liability Companies

In limited liability company,the dividend distribution claim of small and medium-sized shareholders is often neglected,and small and medium-sized shareholders are in a relatively weak position in the competition for the interests of the related subjects involved in dividend distribution.Under the existing system,the resolution becomes the necessary condition for dividend distribution,but the resolution is often difficult to make,and can effectively promote the dividend distribution of relief mechanism is still to be constructed,small and medium-sized shareholders demand that the company's desire to distribute dividends is very easy to fail.As the core content of shareholder's rights,the right to claim dividends should be constructed to protect the investment income of small and medium-sized shareholders in view of the realistic situation that it is difficult to obtain relief.In this paper,the research on the protection system of the right to claim dividend distribution of limited liability companies is carried out in the following four parts:The first part,China's limited company dividend distribution claim protection system status and problems.China's legislative status quo has led to the "can not get the resolution-there is a resolution to relief" dilemma,foreign-related relief measures of reference also does not help to eliminate the dilemma,and judicial practice only supports the shareholders holding the resolution,the formation of "can not get the resolution-there is resolution to relief" cycle of the dilemma,both research and cannot give a practical system path to break through the above-mentioned predicament.So how to break through the above predicament is the problem that needs to be studied in this paper,with a view to constructing the protection system covering the internal relief and judicial relief.The second part is the cause of the dilemma of the protection system of dividend distribution claim of our company limited company.The Company Law does not make clear conditional arrangements for the distribution of dividends,and small and medium-sized shareholders lack the right to facilitate resolutions.The exception provisions of "Explanation IV" have not played a protective role to the "no resolution" shareholders,and the application of the principle of commercial judgment in limited liability company has also aggravated the control of the resolution by the major shareholders,and the judicial practice usually does not intervene on the grounds of company autonomy when the resolution is missing.The existing research ignores the difficulty of corporate autonomy to protect the dividend rights and interests of small and medium-sized shareholders,and does not realize that the abuse of capital majority decision and the weak position of small and medium-sized shareholders determine that small and medium-sized shareholders can not get the resolution through autonomy,do not realize that the relief can not be restricted from the lack of resolution,nor do it notice that the indirect relief system can not protect the long-term investment interests of small and medium-sized shareholders.Naturally,it is impossible to give a practical way to break through the existing dilemma.The third part,the dividend distribution claim protection system amendment.There is a conflict of interest between major shareholders and small and medium-sized shareholders,the company and shareholders,shareholders and company management,shareholders and company creditors.Legal and financial theory emphasizes the special protection of the investment rights and interests of small and medium-sized shareholders,and there are information barriers under the relationship of principal-agent.The principle of equal treatment,the principle of corporate(shareholders as a whole)interests priority two principles of equity throughout the dividend distribution,around the principle of balance of interests andthe special protection of the investment rights and interests of small and medium-sized shareholders needs,the construction of "mandatory resolution" and "no resolution also relief" of the procedural rules,on the basis of the company's legal dividend distribution conditions to add special conditions for dividend distribution,To realize the effective interface between internal and judicial relief.The fourth part,to improve the dividend distribution claim protection system of specific proposals.Specific dividend distribution special conditions,when the conditions are met,small and medium-sized shareholders may request the board of directors to formulate a profit distribution plan,and give the provisional shareholders meeting the right to convene,in order to promote the formation of the profit distribution resolution,the realization of "mandatory resolution." Improve the exception provisions of Interpretation IV,the special conditions of dividend distribution as the standard of judicial intervention,set the dividend distribution amount range,to achieve "no resolution also relief." In addition,strengthen the right of small and medium-sized shareholders to know,give shareholders the right to consult the original accounting books,introduce a cumulative voting system to elect directors,and from the basis of optimizing the corporate governance structure to consolidate the realization of the dividend rights and interests of small and medium-sized shareholders.