The Study On The Dividend Distribution System Of Chinese Company Law

Corporate dividend policy is an important mechanism in corporate governance,it has always been the focus of academic research areas,but also the focus of conflict of interests,dividend distribution involves the ’development of the company,the controlling shareholder,creditors,small shareholders and corporate management of the game,small and medium shareholders Interests are often occupied,it must be regulated by the relevant laws and regulations.China’s "Company Law","Securities Law" and "Accounting Law" stipulate the relevant system of dividend distribution.However,due to the disagreement between the Company Law and the Accounting Law,the lack of specific implementation rules.The law can not solve the real problem,and mainly regulated by the Commission’s normative document,From 2001 to 2013,SFC has issued a number of listed companies on the dividend distribution-Cash Dividend Normative documents,To establishment the listed companies dividend distribution system,But it has not changed China’s dividend distribution low rate,the continuity and stability is poor "vision".The first part of the article combs the dividend distribution from the profit base to the relief legal system and policy,analysis system defects,and summed up the prominent practical problems caused by system defects,including the current profit base inconsistency,High ratio provident fund provision and semi-compulsory dividend policy is single linked to refinancing qualification and a lack of relief and other issues.The second part analyzes the various conflicts of interest in the process of dividend distribution,and through the principle of value balance,i puts forward the preliminary design of the main interest balance,it’s the autonomy of the articles of association and the information disclosure.The third part as a specific path,first i identified the criteria for the distribution of profits,and then in accordance with the preliminary design i did further analysis,that is,respect for the dividend distribution interests of the main body ’s contract design,in order to avoid the constitution blurred,information disclosure is need to strengthen,to ensure the fairness of policy decision.The fourth part rises to the legal regulation level,from the substantive rights and obligations and procedures to make recommendations.First of all,it is worth mentioning that China’s dividend distribution system in the compulsory after delisting how to protect the shareholders of the right is still blank,the company was forced to delisting but its legal personality is still there,the punishment by the SFC can not be exempt from distribution obligations.So this article use Wan fu Sheng case fund active compensation mechanism to protect the right of small and medium shareholders.Secondly,the dividend distribution as the autonomy of the company’s business decision-making,the law can not be intervente too much,so this paper discusses the main solution is to play the role of corporate governance structure,improve the board of director’s rights and obligations on dividend distribution proposal,emphasizing the board of supervisors in the shareholders vote Before the dividend distribution proposal review,supervision mechanism,from the internal control mechanism to ensure the dividend distribution decision-making reasonable and impartial.Finally,the final relief measures of dividend distribution-the right to appeal,small and medium shareholders had exhauste all of the measures described in the previous basis that also can not protect their own interests,they should seek judicial channels to safeguard their own interests.