有限责任公司小股东分红权的保护

作为当今世界最为主要的商主体——公司最为重要的特征就是其赢利性,而公司赢利性的背后却隐藏着其出资人——股东的赢利性,股东从公司获取赢利是其投资创办公司的原动力,积极推行股东的分红权也就成了《公司法》义不容辞的责任.但是在实践中,有限责任公司小股东分红权的保护现状非常令人担忧,在市场机制不完善、诚信缺失的当下,大股东利用“资本多数决”,恶意侵害小股东分红权的现象非常普遍.而《公司法》第75条的规定并不能称之为公司不对小股东分红的救济途径,因为这样的规定是让股东从原本赢利的公司彻底撤出,从本质上说就是彻底幻灭了股东的赢利性.

The Protection of the Rights to Receive Dividends of Minority Shareholders in Limited Liability Companies

As the most important commercial subject in the world today,the most important feature of the company is its profitability,However,behind the profitability of the company is the profitability of the investors——shareholders,the source of shareholders starting to invest companies is to get profits,it is incumbent on the company law to take active measures to promote the right to receive dividends.But in practice,the protection of the minority shareholders’ rights to receive dividends in the limited-liability companies is very worrying,in a time of imperfect market mechanism and the lack of trust,quite frequently appears the phenomenon that the majority share holders abuse capital majority decision to maliciously violate minority shareholders’ rights to receive dividends.However,the Article 75 of the company law can hardly be called relief ways when companies don’t distribute dividends to minority shareholders,because such provision that lets shareholders completely withdrawal from a profitable company kills shareholders’ profitability essentially.