Research On Litigation System Of Company Compulsory Profit Distribution

The purpose of shareholders’ investment in a company is to obtain profits,and the right to distribute profits is a core right of shareholders.The Distribution of earnings of the company is not only closely related to the self-interest of shareholders,but also directly affects the healthy development of the company.China’s corporate legislation pays more attention to the construction of shareholders’ profit distribution rights,but lacks necessary regulations for relief when the profit distribution rights are infringed.In Distribution of earnings’ s tendency,large shareholders are generally willing to keep profits in the company,while small shareholders prefer to distribute profits in a timely manner.When major shareholders abuse their rights to manipulate the shareholders’ meeting to make resolutions of non-distribution,symbolic distribution or refusal,thus infringing on the legitimate rights and interests of minority shareholders,the existing remedies cannot provide adequate protection for minority shareholders.This will not only severely hit the investment enthusiasm of shareholders,but also extremely easily intensify the internal contradictions of the company and affect the normal operation of the company.On the basis of over-belief in the principle of corporate autonomy,if shareholders directly apply to the court for profit distribution without making a specific decision on profit distribution,they usually cannot obtain the support of the court.Because according to the traditional understanding,profit distribution belongs to the category of corporate autonomy,judicial organs should not interfere at will,that is,abstract profit distribution right is not actionable.Although the proviso to Article 15 of Interpretation 4 of the Company Law initially establishes a lawsuit system for compulsory profit distribution,it is of great significance to protect the rights and interests of small and medium shareholders.However,the relevant laws and regulations are very rough and missing,and the supporting system is also very imperfect.There are some problems such as unclear definition standard of abuse of shareholders’ rights,unclear litigation status of relevant parties,unreasonable distribution of proof by aggrieved shareholders,etc.The current legislation has not responded to the above problems,which makes it difficult to obtain adequate and effective relief for the rights of aggrieved shareholders in practice.To solve the dilemma of protecting the profit distribution rights of small and medium-sized shareholders,we should establish the abstract profit distribution rights to be actionable conditionally,that is,when shareholders abuse their rights to cause non-distribution of profits and the conflict of interests between shareholders cannot be alleviated through corporate autonomy,the judiciary should intervene moderately.But at the same time,we need to balance the relationship between corporate autonomy and corporate justice.When applying the principle of corporate autonomy,we should consider comprehensively the inherent limitations of corporate autonomy,the basic requirements of the spirit of traditional civil law,and the defects of existing remedies.In addition,through the way of generalization and enumeration,specific indicative provisions are made on the identification of abuse of shareholders’ rights;Clarify the litigation status of the parties concerned,and the plaintiff can list the shareholders who abused their rights as defendants together with the company.Moderately reduce the burden of proof of the plaintiff,and apply the inversion rule of burden of proof in due course;Try to include the profit distribution items in the necessary records of the company’s articles of association,and consider introducing a prior sale or buyout agreement.In order to promote the construction and improvement of our company’s compulsory profit distribution litigation system,thus providing more effective protection for the profit distribution rights of small and medium shareholders.