On The Validity Of Fixed Income Agreement Between Shareholders Of Limited Liability Company ——Taking The Case Of A Supply And Marketing Cooperative Sues B Company As An Example

In recent years,our country strongly support the establishment and development of the company,the approach of company to pursue financing has become diversified and gradually formed Chinese characteristics.Therefore,the emergence of the new situation in the field of corporate financing has also led to some legal problems to be solved.However,due to the lag of legal provisions,the "Company Law" of China has not issued relevant specific legal provisions,resulting in inconsistent judicial trial results.Based on this,this paper takes the case of A supply and marketing cooperative sues B company as an example,to study the validity of the fixed income agreement between shareholders of the limited liability company,focusing on analyzing the nature and effectiveness of the shareholder fixed income agreement involved in this case,on the basis of the judgment of similar cases and the theory of law,combined with specific case facts,so as to draw a conclusion.Besides the introduction,this paper is mainly divided into three chapters.The first chapter talks about the introduction of the basic facts of the case and two controversial points of the case,one is the nature of the fixed income agreement of shareholders involved in the case,the other is the validity of the agreement.In the second part,based on the opinions of the judgments and academic discussions,it is considered that the agreement involved in the case is an equity investment agreement,not a debt investment agreement.Secondly,from the principle of corporate autonomy and the expression of the true meaning of the parties,and there is no invalid reason,the conclusion that the agreement involved in the case should be valid.In the third chapter,firstly,the legal risks of applying shareholder fixed income agreements are discussed,including evasion of part of the obligations of shareholders,failure to meet the material condition for profit distribution and legal risks that infringe on the interests of multiple parties.Based on the above risks,some suggestions are proposed to standardize the fixed income agreements,the most important of these is the relief condition setting of fixed income,that is,in the year when the company operates without profit surplus,on the one hand,it can be agreed not to distribute profits temporarily,and accumulate the fixed dividends to the annual priority dividends with profit surplus or convert them into obligatory rights.On the other hand,it is possible for ordinary shareholders to replace the company by paying the fixed dividends of the fixed income shareholders,and to convert the fixed dividends paid in lieu of the fixed dividends into obligatory rights.Finally,it is suggested that the fixed income shareholders transfer the management right of the company,so as to achieve the balance between rights and obligations,try to avoid the legal risks brought by the application of fixed income agreements.