Judicial Relief Of Abstract Dividend Distribution Claim In Limited Liability Companies

Profit distribution is a matter of internal autonomy within the company,and the judicial organs usually should not interfere.However,in practice,it is often seen that major shareholders and controlling shareholders abuse their rights to manipulate the company to avoid profit distribution or less points.When the plaintiff does not to submit the specific profit distribution resolution adopted by the company,the dismissal of the plaintiff’s request for dividend distribution may not be conducive to the protection of the interests of minority shareholders.The proviso of Article 15 of the Fourth Judicial Interpretation of the Company Law,which came into force in September 2017,affirms the abstract dividend distribution litigation system,which can make up for the lack of internal autonomy of the company and has important progressive significance.Firstly,in the form of judicial interpretation,the abstract dividend distribution claim should protect the shareholders,and the provision of proviso shows that judicial intervention is an exception and not all abstract dividend distribution claims will be supported,including the validity of shareholders resolution,cancellation resolution,and resolution of judicial dissolution.Although the significance of article 15,however,because the content is more principle,simple,make its application in practice is not smooth,such as abuse of shareholders’ rights behavior fuzzy standard,unreasonable burden of proof distribution and the specific way of judicial involvement,how to deal with,intervention,and the current legislation is not clear response to the above problem,the courts on its understanding,many different cases.This makes the 15-article provisions only play a declaration role in judicial practice,and needs to be further improved in system construction.Scholars’ research is basically before the implementation of the Judicial Interpretation IV,the judicial status of the judicial Interpretation IV after the implementation and the problems in the judgment lack of systematic discussion.Therefore,by sorting out the current situation of the judgment in recent years after the establishment of the abstract surplus distribution system,analyzing the specific obstacles in its practical application,discussing the reasons why such lawsuits are difficult to get support,and establishing specific and perfect applicable rules.