The Protection Of Abstract Surplus Distribution Rights Of Minority Shareholders In Limited Liability Companies

The right of surplus distribution is one of the most core rights of shareholders.However,it's seriously hindered in practice.This will not only discourage the enthusiasm of shareholders,but also affect the health and long-term development of the company,and even endanger the normal market order.Therefore,it is necessary to accelerate the improvement of the relevant system.The first chapter is about the general theory of minority shareholders' abstract surplus distribution right.The first section introduces two concepts: minority shareholders and abstract surplus distribution right.This paper first defines what is minority shareholders.There are three standards: formal standards,substantive standards and the combination of form and substance of the standard.The second part introduces the definition and characteristics of the claim of abstract surplus distribution right.The definition is not put forward in the law of our country and it is a right of expectation.The second section introduces the necessity of protecting the abstract surplus distribution of the minority shareholders in limited companies.It's of great significance to shareholders,companies and the whole market and must be protected.The second chapter is about the protection status and causes of abstract surplus distribution right of minority shareholders in limited companies.The first section analyzes the current situation of the protection of this right in China.Based on thejudgment of the dispute over the distribution of shareholder's earnings between January 1,2016(solstice)and December 31,2019(solstice),this paper concludes that the number of cases in China is increasing year by year,but minority shareholders have a low percentage of victories.Starting from specific cases,it is found that there are still many problems in the litigation,such as the burden of proof of shareholders is too heavy,and there are even many cases of legal errors in the judgment of local courts.The second section is about the reasons for the insufficient protection in the litigation,mainly in the following aspects: Imperfect laws and regulations of the court in the courts with no clear direction;the lack of individualized design of the articles of association results in the lack of risk prevention measures for minority shareholders in advance;the controlling shareholder makes use of the capital majority rule to make the company distribute according to its own interests;the legal remedies available to shareholders are limited.The third chapter is about the relief systems of other countries.The first section introduces the measures adopted by the US,the UK and Germany to protect minority shareholders' abstract surplus distribution right.These countries first introduced a perfect and specific legal provisions to facilitate court relevant disputes.Second,they define the fiduciary duty of controlling shareholders to prevent them from abusing majority rule.Finally,they constructed systematic remedy measures from the front to the back,providing diversified remedy channels for minority shareholders.The second section compares these countries with our own.By comparison,on the one hand,China lacks the theoretical support to protect the abstract earnings distribution right,on the other hand,it has not established systematic protection measures.The fourth chapter puts forward the Suggestions to improve the protection system of abstract surplus distribution right of minority shareholders in China's limited companies.The first section advocates to maintain a good balance between corporate autonomy and judicial intervention,as well as between pre-relief and post-relief,which requires the joint efforts of judges,investors and the government.The second section advocates the protection of the articles of association,that is,the provisions of the articles of association as a preventive measure.The third sectionsuggests that we should strengthen the provisions of the shareholders' agreement.Resolving and preventing risks from the aspects of appointment and removal of directors,withdrawal of shareholders and dispute resolution.Section four proposes to perfect the provisions of compulsory earnings distribution litigation.Refine the provisions of the law to better protect minority shareholders.The fifth section introduces other relevant relief measures,including the appraisal right of dissenters and the action of resolution cancellation.