Research On The Protection System Of Dividend Claims In Limited Liability Company

The dividend claim of shareholders in limited liability is one of the core rights of the shareholders that should be properly and timely protected.However,under the trend of the shareholders heterogeneity,majority shareholders often use their capital advantages to control the distribution of dividends of the company,which based on their own interests and suppress the interests of minority shareholders.The current legal system in China has little to do with the protection of minority shareholders of limited liability companies.Although it provides some remedies such as share-repurchased system for dissenting shareholders and the remedy channels for invalidating or revoking complaints against the resolution of the shareholders' meeting,there are always some problems such as lack of pertinence and incomplete relief.Although the " Interpretation of Company Law IV " was issued in September 2017,it has not achieved the desired results since its implementation.The main problems appear in the following two aspects: First,the idea of "be cautious and prudent in intervention of the company autonomy" of the judges still dominates;The author believes that the main reason lies in the fact that the boundary of judicial intervention in corporate autonomy is still vague in practice;The relevant provisions of the Interpretation of Company Law IV are still principled and lack specific provisions at the operational level.For example,the relevant provisions do not define the criteria for "abuse of shareholder rights",which may lead to aggravate the burden of plaintiff in gathering the proof.In addition,there are also some unclear points in the Interpretation of Company Law IV about the litigation status of the parties involved in the dividend distribution lawsuit.If these problems are not clarified,there is nowhere to start in the actual operation,and the relief remains on paper.In view of the above problems,this paper analyzes the causes of the disputes of dividend claims and the necessity of protection,and combines the current situation of relief under the current law system,the author proposed some measures to established the protection system with pre-existing constitutional arrangements,ex post judicial intervention and supplements with other relief measures.In addition to the introduction and the conclusion,the full text is divided into three chapters.The first chapter of this paper introduces the concept of dividend claim and the theoretical basis of its protection.This part analyzes the rights attribute of dividend claim with two levels,which include the abstract dividend claim and the specific one,and points out the theoretical obstacles to judicial protection for abstract dividend claim.At the same time,this part also sorts out the representative legal basis of the protection of dividend claims.The second chapter of this paper analyzes the current situation of China.The motivations for the problems in our country can be summarized as the lack of internal supervision,the avoidance of double taxation,the driving of the factual dividends and the pursuit of company expansion.These motivations are essentially the specific trends of shareholder heterogeneity.Meanwhile,this part discusses the obstacles to the realization of the right under the current legal system in China,and this part also provides ideas for the corresponding suggestions.For the problems raised in the second chapter,the third chapter of this paper attempts to construct a comprehensive and diversified protection mechanism for the dividend claim.First of all,we must focus on the prior arrangement in the company's articles of association.Secondly,for the issue that the judiciary can not intervene timely and effectively,this part focuses on the restatement of justification of judicial intervention,and clarify some issues of Interpretation of Company Law IV to enhance its operability.Finally,other remedies are proposed as supplement.