Research On Judicial Practice Of Claims Of Surplus Distribution Of Limited Liability Companies

Since the promulgation of the Company Law,disputes over surplus distribution have increased.The major shareholder or controlling shareholder abuses the control of the company based on the principle of capital majority decision,and damages the right to distribute the surplus of small and medium shareholders.This is more obvious because of the characteristics of humanity and low liquidity of limited liability companies.At the same time,the provisions of the Company Law on the right to request for surplus distribution are very simple,and the remedies have limitations,making it difficult for shareholders to make self-reliance.The article sorts out the cases of surplus distribution disputes in China's judiciary regarding the non-shareholders' dividend resolution of limited liability companies,and then puts forward the proposal to protect the shareholder's surplus distribution right on this basis.The structural of this paper is from the data analysis of the surplus distribution dispute of the limited liability company,the logic analysis of the referee that the court does not support the allocation when the dividend resolution of the shareholders' meeting is absent,the logic analysis of the referee of the court support distribution when the shareholder resolution is missing,and the protection of the shareholder surplus distribution request.The five parts of the legislative limitations and the improvement of the mandatory surplus distribution have been gradually promoted,and the protection of the minority shareholders' right to claim the surplus has beenempirically analyzed.In the first chapter,the overall analysis of all cases of screening is carried out,and then the case is interpreted from multiple perspectives such as “referee results”“referee procedure” and “referee logic”.In the end,the problem of the company's surplus distribution dispute is that how shareholders can remedy their rights when the company does not convene a shareholder meeting or did not consider the surplus allocation and the shareholders' meeting will not make a resolution.The second chapter summarizes the referee logic that the court does not support when the shareholder's dividend resolution is missing.From the perspective of the case,combined with the views that the court judges do not support,explain the reasons for the court judgment and then analyze it.These reasons are: surplus distribution is a matter of corporate autonomy,lack of the elements of surplus distribution,not exhaustive internal remedies or other remedies.The third chapter summarizes the referee logic of the court's support when the dividend resolution is missing.Similarly,the reasons for the court's support are summarized from the cases.Specifically,the shareholder's claim for surplus distribution is inherent.The shareholder has an agreement to distribute the surplus plan,the company promises dividends or has partial dividends,and other shareholders abuse their rights.The fourth chapter discusses the solution: perfecting the “ Legal Action for Mandating the Distribution of Surplus”.For the first time,the Judicial Interpretation IV of the Company Law confirmed the justiciability of the abstract surplus distribution claim right,and also stipulated the judicial intervention in the company's surplus distribution.However,the provision is too vague and it necessary to be further clarified.The article advocates the improvement of the entity and procedure of the lawsuit of compulsory surplus allocation,including the substantive conditions to support the litigation,the criteria for identifying the abuse of shareholders' rights,and the confirmation of the original defendant and the distribution of the burden of proof.