On The Judicial Protection Of The Right To Claim Profit Distribution Of The Small And Medium Shareholders Of A Limited Liability Company

The main purpose of shareholder investment company is to obtain profit,so the profit should be the natural right of shareholders.Article 4 of the company law of China stipulates the right of claim for profit distribution of shareholders.However,because the company USES the principle of capital majority decision,often appear in the corporate governance big shareholders abuse of holding position,the shareholders meeting or the shareholders general assembly decision not to distribute or symbolically allocation of profits,to infringe on the profit distribution right of claim of small and medium shareholders.How to protect the profit distribution claim of minority shareholders and avoid the exploitation of minority shareholders’ rights is an urgent problem to be solved in practice.There is no right in the so-called "no relief".Since the law stipulates that minority shareholders have the right to profit distribution,they must give full and complete relief.To protect shareholders’ equity,the company law also provides some protection system in China,such as share repurchase right system,corporate resolution severability system,etc.,but these institutions as afterwards relief system,namely the remedial measures after the shareholder rights have been violated,and the existing protection system is more or less has its disadvantages.The economic base determines the superstructure,and with the development of China’s socialist market economy,the disputes on shareholders’ rights and interests are also increasing in practice.In order to adapt to the judicial practice,the unified judicial judgment standard,effective as of September 1,2017 of the supreme people’s court on some issues of applicable company law of the People’s Republic of China rules(hereinafter referred to as" the company law to explain four ")article 13,14,15 of profit distribution to the shareholders right to further claim to make the rules.This is the first time in the field of corporate law in China.Article 13 of the fourth company law interpretation specifies the parties involved in the disputes over the distribution of shareholder profits;Article 14,article 15 established the judge standard of shareholder surplus allocation disputes-request profit distribution whether shareholders can indicate the specific scheme of the shareholder meeting resolution.The issue of the fourth company law interpretation reflects the supreme people’s court for judicial practice deep concern for the focus of controversy,as in the practice of shareholderssurplus distribution provides the guidance on the solution of the disputes.However,due to the principle of corporate autonomy,judicial interference in corporate governance often takes a more cautious attitude.It is interpreted by a law "the regulation can be seen in our country for shareholders profit distribution to deal with the right attitude,more inclined to ensure the company’s internal self-government,at the same time for the shareholders’ committee has made the profit distribution plan for their own protection.As we see the progress made by the fourth company law interpretation for the company’s dispute settlement,we should also see its imperfections.In the purpose of this paper is to discuss how to use legal means to protect small and medium-sized shareholders limited liability company profit distribution right of claim,the corporation law explanation the right of claim for profit distribution rules is the key point of this article analyzes.Since the operation of the company is based on the commercial judgment based on the principle of capital majority,it has a certain exclusion to judicial intervention.The balance between corporate autonomy and judicial intervention is the fundamental guarantee for the rights of minority shareholders.The article introduces the common law countries by using the method of comparative study of small and medium-sized shareholders profit distribution system of the protection of the right of claim,to our country small and medium-sized shareholders profit allocation for the judicial relief system perfect puts forward reasonable Suggestions.Due to limited company has a sound circulation of stock market,profit distribution among the minority right aggrieved,medium and small shareholders of a company limited by shares can take "vote with their feet" to maintain their own rights and interests.And limited liability company is not a sound market mechanism,medium and small shareholders find it difficult to get the corresponding by way of transfer of equity stake of consideration,this article only discusses limited liability company profit distribution right of claim to protect small and medium shareholders.