Abstract: The theoretical basis of shareholders′ surplus distribution claim of the limited company lies in the defects of the majority rule of capital, the lack of effective alternative solutions and the requirements of the principle of integrity and fairness. The right of judicial intervention in shareholders′ surplus distribution claim should be based on the abuse of controlling shareholders′ rights and the principle of respecting corporate autonomy and commercial judgment, aiming at maintaining the balance of interests. The legal interpretation ［2017］No. 16 stipulates the low cost and targeted compensation for surplus distribution claim, which confirms the claimability of abstract surplus distribution claim, but there is also the lack of operability and the imbalance of burden of proof. Therefore, China should introduce reasonable expectations principle and faith obligations as a standard of judging shareholders abuse of rights, and increase the terms of the balance between shareholders the burden of proof, in order to make the rules really play their functions.

Key words: surplus distribution claim, minority shareholders, judicial intervention, rights abuse