Research On The Shareholders’ Right To Claim For Earnings Distribution In Limited Companies

The main purpose of shareholders investing in a company is to make the company profitable and then distribute dividends,and the right to dividends is the most important property right of shareholders.However,in practice,minority shareholders of limited companies are often unable to obtain dividends because of the company’s decision not to pay dividends,not to implement dividend resolutions or the shareholders’ oppression and other reasons.In this case,the effective remedy for minority shareholders is to initiate the lawsuit of the company’s earnings distribution dispute.However,although the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of the People’s Republic of China(IV)explain and supplement the distribution of corporate surpluses,there are still shortcomings such as insufficient supply system for surplus distribution,insufficient judicial remedy functions for abstract claims for surplus distribution,and unclear constituent elements of compulsory distribution by the court.It is of great significance to strengthen the system supply of shareholder surplus distribution,unify judicial adjudication rules,and better protect the asset income rights of minority shareholders of limited companies.In judicial practice,the dilemma of applying the lawsuit for the distribution of shareholders’ surplus by limited companies mainly lies in three aspects: unclear criteria for determining abuse of shareholders’ rights,unclear allocation of the burden of proof,and incomplete specific distribution rules for compulsory distribution.For the criteria for determining the abuse of shareholders’ rights,it should be comprehensively examined and determined from the five elements of subject,object,subjectivity,result and causation;For the allocation of the burden of proof,the burden of proof of the plaintiff’s shareholders should be eased and the burden of proof of the defendant company should be appropriately increased;For the specific distribution rules of compulsory distribution,the mandatory distribution method of "prior resolution + compulsory distribution" should be adopted,and while the defendant company is judged to make its own surplus distribution resolution,the judge shall appropriately adjust and determine the mandatory distribution amount based on the actual situation of each case as the bottom line to ensure the realization of distribution.From a macro perspective,the system construction of the relief for the distribution of shareholders’ surplus of limited companies should be systematic,and the overall mechanism of "prevention,relief and withdrawal" of shareholders’ rights should be improved.In terms of prior prevention,full attention should be paid to the autonomy of the articles of association of a limited company,and the realization of shareholders’ dividend rights should be guaranteed by presetting clauses for the distribution of shareholders’ earnings through the articles of association;In terms of in-process and post-event relief,consideration should be given to the actual needs of some shareholders fleeing the company to stop losses in a timely manner,and enrich and optimize the exit paths of shareholders during and after the event,such as expanding the scope of application of share repurchase clauses,improving the equity transfer system,and allowing shareholders to make good use of the judicial dissolution system.