Research On The Protection Clauses Of Minority Shareholders’ Rights And Interests In Articles Of Association

As an essential document of a company,the articles of association for the company is a written document which stipulates the company’s activities and basic rules following the law.Also,it is the charter which should be followed by the company throughout the process of development.Like the company law,the articles of association shall be the guideline for adjusting the company’s activities.With the continuous development of social economy and the expansion of companies in various scales,as a crucial part of the company’s constitutes,shareholders play an essential role in promoting the growth of economy.However,both the company law and the articles of association,the provided protection for minority shareholders is sparce and lagged.On the one hand,minority shareholders gradually become the backbone force to promote the development of the company.On the other hand,the change of the policy direction,the instability of the market economy,and the suppression from the large shareholders can generate negative impacts on minority shareholders’ interests easily.Though the introduction of the fourth interpretation of the company law in 2017 and the revision of the company law in 2018 strengthened the protection for minority shareholders’ rights,the limitations of the legislation are still inherent,and large shareholders are still violating the interests of minority shareholders.Because of the extent limitations,as the charter of the company,the company’s articles of association have become more and more critical in the processes of the company’s development,timely adjustment,and the establishment of articles of association to protect the interests of minority shareholders.Moreover,in recent years,the revision of the company law which expands the autonomy of the articles of association further emphasized its importance in protecting the rights and interests of minority shareholders from major shareholders’ suppression,improving the efficiency for minority shareholders to safeguard their rights,and reducing the cost in safeguarding the rights after the infringement.Acknowledging these research gaps,in this study,the first chapter introduced the research status of domestic and foreign research on this topic.The second chapter ocused on the protection of the rights and interests of minority shareholders overview and the present situation analysis.To begin with,it provided the definitions of minority shareholders,characteristics and properties of the company’s articles of association.Followed this,through the chart analysis,comparative analysis,specific cases which are relevant to our country’s minority shareholders surplus allocation dispute,right dispute and request the company to buy equity disputes were used to reflect our country’s minority shareholders’ equity is a severe violation of the status quo.Through presenting the current situation,this study explored why minority shareholders’ rights tend to be violated.Built on the reasons why the rights and interests of minority shareholders tend to be the targets of infringing.The third chapter mainly focused on examining the status quo of the protection of minority shareholders by the company’s articles of association and demonstrating the feasibility of using the company’s articles of association to protect the rights and interests of minority shareholders.Last but not least,in the fourth chapter,this study concluded that the protection of minority shareholders’ rights and interests could be achieved through the articles of association,the fiduciary duty clause,the right to know protection clause,the right to vote protection clause and the right to share.