股东平等原则与中小股东权益保护——以有限责任公司为视角

The Principle of Shareholders Equality and Rights Protection of Small and Medium-sized Shareholders——In the Perspective of Limited Liability Company

股东平等原则是公司法的基本原则。然而,将股东平等原则等同于资本平等原则进而资本多数决原则,是理念及制度设计上的扭曲,导致大股东滥用资本多数决原则侵犯中小股东权益。重构有限责任公司股东平等原则,将体现意志平等的股东主体平等原则纳入其中,股东平等原则是包括资本多数决策原则和股东主体平等原则的对立统一体,以资本多数决原则为基础、以股东主体平等原则为限制的股东平等原则作为构造公司制度之基准理念。在具体制度上,股东平等原则的两原则分别适用于共益权、自益权之制度设计,将股东主体平等原则运用于共益权之制度构建,以限制资本多数决原则在共益权上的滥用,并提出具体制度建议,以保障中小股东权益。

The principle of shareholders equality is the basic principle of company law. However, the principle of equality will be the same as the principle of capital equality and thus the principle of capital majority, which is a concept and system design distorted, resulting in the abuse of majority capital shareholders and violate rights of small and medium-sized shareholders. Reconstructing the principle of shareholders equality of limited liability companies brings in the principle of shareholders main body equality which including the principle of capital majority and the principle of shareholders main body equality. Based on the principle of capital majority and limited with the principle of shareholders main body equality,it form the based structure concept of corporate system. In specific system, the principle of shareholders equality is applied to a total of usufruct and the right to self-benefit, the principle of shareholders main body equality will be applied to a total of usufruct system, which to limit abuse of the principle of capital majority, and then put forward specific proposals in order to protect the rights of small and medium-sized shareholders.