Research On The Protection Of Shareholders' Right To Claim Dividends In Limited Liability Companies In My Country

The right to request a dividend distribution is a legal right enjoyed by shareholders.Specifically,when a distributable surplus is generated during the operation of the company,the company should make a dividend distribution in accordance with the requirements of the company's shareholders.This is the first way for shareholders to obtain investment income.The failure of shareholders to distribute dividends means that the purpose of investment has not been achieved.In the long run,it is contrary to the principle of encouraging people to invest and realizing economic and social development advocated by our Civil and Commercial Law.However,in practice,capital majority rules and "heterogeneity" among shareholders have led to endless disputes over the distribution of company dividends in limited liability companies.The reason is that the existing remedy systems such as the dissent shareholder's right to request a share repurchase,the recognition system of invalid and revocable shareholders' resolutions,and the equity transfer system are difficult to play a direct and effective role.The aforementioned regulations on the protection of the right to claim the distribution of dividends are in a state of incompleteness,mainly manifested in the overly broad legislative provisions,the deficiencies in the procedures and implementation methods,and the need to improve the relief efforts.Furthermore,the Supreme People's Court's "Provisions on the Application of the" Company Law of the People's Republic of China "(IV)"(hereinafter referred to as the Judicial Interpretation(IV)")have been approved at this stage,The implementation is in progress,but the limited liability company's compulsory dividend distribution dispute is also lacking in practicality because of unclear regulations.As a result,in judicial practice,due to the absence of law and the principle of corporate autonomy in China's judicial practice for a long time,when shareholders filed a lawsuit over a dividend distribution dispute,court inadmissibility,form review,and conflicting judgment results are common.With the increasing development of commercial activities in China,it is an inevitable trend to strengthen the protection of shareholders 'right to request for dividend distribution.Therefore,it is necessary to consider the shareholders' right to request for dividend distribution from a practical and legislative level.In-depth analysis is used as a driving force for the improvement of the relief and protection system for shareholders' claims for dividend distribution.In addition to the introduction and conclusion,this article includes the following four parts:The first part focuses on the explanation and explanation of the basic theory of the dividend distribution right,including definition,classification,characteristics,and implementation requirements.The contents of this section form the basis for the following questions,analysis and solutions.In the second part,based on the detailed analysis of the current actual cases,it focuses on the problems in the limited liability company.It analyzes and summarizes the main reasons for the infringement of the dividend distribution right of small shareholders into the process of exercising the dividend distribution right.Existing measures to protect the right to request for dividend distribution are not extended and the accountability mechanism that infringes on the right to request for dividend distribution of small shareholders lacks three levels of deterrence.The issue of the protection of the right to request for dividend distribution needs to be solved urgently,and the legal protection mechanism needs to be improved urgently.This has a lot to do with the limitation of the existing protection system for the right to request for dividend distribution in China.The third part introduces the legislative situation of extraterritorial dividend distribution right and the concrete and practical experience China can learn from it,with a view to further improving China's existing relief measures and enriching the system.Considering that the three countries of Britain,America and Germany include both the civil law system and the Anglo-American law system,it is conducive to China's comprehensive and objective absorption of extraterritorial experience,and to solve the problems in the protection of the right to claim dividend distribution of limited companies.The legislative situation of the three countries,Britain,the United States,and Germany,on the right to distribute dividends,puts forward some reference points such as the "reasonable expectation standard",the unfair damage relief system,and the way of recording articles of association.The fourth part proposes corresponding countermeasures based on the first four parts,which is the core of this article.Including the continuous improvement of the shareholders' dividend distribution request right on the procedural elements,while avoiding the invalidation of shareholders' meeting resolutions,equity transfers,dissent shareholders' share repurchase request rights,and cancellation of claims against the dividend distribution right protection,recurrence and improvement The infringement accountability mechanism and detailed legal provisions regarding the "abuse of shareholders' rights",the standard for the amount of dividend distribution,and the distribution of burden of proof,specific measures include granting shareholders the right to propose dividend distribution schemes,regulating the extraction mode and minimum limit of arbitrary provident funds,Clarify the content of "abuse of shareholders' rights" and other aspects.