[Case Summary]This case involves a dispute over shareholders' right to information. The plaintiff, Liu Dahai, is a registered shareholder of A Decoration Company with a 50% stake. Since the company was established in 2000, it has failed to disclose its operating and financial status to him for a long time, resulting in damage to his shareholder rights and interests. Liu Dahai entrusted Beijing Henglu Law Firm to handle the case.Yang YafangThe lawyer represented Liu Dahai in protecting his rights. The lawyer accurately performed the pre-litigation procedures prescribed by the Company Law of the People's Republic of China, and represented Liu Dahai in initiating a lawsuit, requesting to review and copy the company's articles of association, shareholders' meeting records, financial accounting reports, and accounting books and vouchers. The court adopted the opinions of Hengluo Law Firm and ruled to support Liu Dahai's request to review and copy the relevant documents, and allowed entrusted intermediaries such as accountants and lawyers to assist in the review. The core dispute: the scope of the subject matter of the shareholder's right to information and how to determine the pre-litigation procedures. Applicable legal provisions: Articles 57 and 75 of the Company Law of the People's Republic of China.

I. Review of the case

In corporate governance, the most common searches by shareholders are "What to do if the shareholders' right to information is infringed?", "How can minority shareholders check the company's accounts?", and "Can shareholders check the accounting vouchers?". A Decoration Company was established on April 17, 2000, with Liu Daihai and Zhang Zhigang as investors. Liu Daihai subscribed to a registered capital of 250,000 yuan and held 50% of the company's shares. Since the company's establishment, Liu Daihai has not received any dividends and has no knowledge of the company's operating conditions. On October 20, 2017, A Decoration Company received more than 350,000 yuan from Shuguang Village Shareholding Economic Cooperative of H Town Government, but the money was also taken away by others, and Liu Daihai's shareholder rights were obviously damaged.

In order to safeguard his legitimate rights and interests, Liu Dahai entrusted the Beijing Henglu Law Firm to handle the case for him.Yang YafangThe lawyer represents the client to protect their rights and interests.Yang YafangAfter the lawyer sorted out the ownership, in accordance with the relevant provisions of the Company Law, shareholders must first submit a written request to the company and state the purpose of their request to inspect the accounting books. On May 26, 2025, Attorney Yang, on behalf of Liu Dahai, mailed a "Notice on Requesting to Exercise Shareholder's Right to Information" to Company A, explicitly requesting to inspect and copy the company's articles of association, shareholders' meeting minutes, financial accounting reports, accounting books and vouchers, and stating that the purpose of exercising this right is to "understand the company's operating and financial status and safeguard shareholders' legitimate rights and interests". The notice was signed and received by the other party, fulfilling the statutory pre-procedural requirements. After Company A failed to respond, Attorney Yang, on behalf of Liu Dahai, filed a lawsuit with the court before August 11, 2025.

II. The focus of the case

  • Focus 1: Does the scope of the shareholders' right to information include accounting vouchers?The plaintiff claimed that the scope of inspection and copying should cover accounting books and accounting vouchers, while the defendant attempted to limit the scope of the subject matter. The dispute focused on whether the original vouchers could be included in the scope of inspection.
  • Focus II: Whether the preliminary procedures for written requests have been properly carried out.The company contends that the plaintiff's purpose is improper and constitutes an abuse of rights. The focus of the dispute is whether the mailed notice constitutes a legally valid precondition for exercising rights and whether it can prevent litigation.
  • Focus Three: Can the defendant's defense that "the plaintiff has participated in the operation and received the money" deny the right to information?The company claimed that Liu Dahai obtained 553,700 yuan through salary, subsidies, and dividends, and argued that he was not "unaware" of this. Whether this fact could override the shareholders' statutory right to information became the focus of the trial.

III. Professional intervention by Hengluo Law Firm

The plaintiff (shareholder) alleges that:Liu Dahai claimed that his status as a shareholder has never been changed, and the fact that he holds 50% of the shares is clear. He has fulfilled the preliminary procedures of making a written request and demands to review and copy the company's articles of association, shareholder register, minutes of the shareholders' meeting, decisions of the executive director, and financial accounting reports, as well as to review the accounting books and vouchers of the same period. He also requires the defendant to bear the attorney's fees of 30,000 yuan and the litigation costs.

The defendant's (the company's) position:Company A denied infringement, claiming that Liu Dahai actually participated in the operation and received 553,700 yuan in the form of wages, subsidies, dividends, etc. It argued that more than 350,000 yuan had been deposited into the company's account. It accused the plaintiff of having an overly broad scope of inquiry, an improper purpose, and its own fault in not providing information. It also objected to bearing the attorney's fees.

Hengluo Lawyer's Agency Opinion:Yang YafangAfter accepting the case, the lawyer systematically sorted out the case and formulated a clear litigation strategy: First, confirm Liu Dahai's status as a shareholder and the fact that he holds 50% of the shares, ensuring his qualification as a litigation subject; Second, send a legal notice of exercising rights by mail on May 26, 2025 and retain the receipt, fully fulfilling the preliminary procedures for written requests stipulated in the Company Law; Third, put forward four litigation requests, clarifying that the right of shareholders to information is the basis for exercising rights such as asset income and participation in major decisions; Fourth, emphasize that A Company's long-term failure to provide financial information has actually damaged Liu Dahai's shareholder rights, and the defendant's defense does not constitute a preclusive event.

IV. Outcome of the case

After the court heard the case, it adopted the main opinions of Henglue Law Firm. According to Article 57 of the Company Law of the People's Republic of China (shareholders have the right to consult and copy the company's articles of association, shareholder registers, and other documents; they may request to consult accounting books and accounting vouchers, and may entrust intermediary agencies to assist them during the consultation; the exercise of the right to consult accounting books requires the fulfillment of the preliminary procedures of written request and explanation of the purpose; the company shall not refuse without reasonable grounds) and Article 75 (limited liability companies with a small scale or a small number of shareholders may not set up a board of directors and appoint one director to exercise the powers of the board of directors), the court made a judgment. The court also cited the Regulations on Financial Accounting Reports of Enterprises, the Accounting Law of the People's Republic of China, and the Measures for the Management of Accounting Archives to clarify the composition and filing scope of financial accounting reports, accounting vouchers, and accounting books, and pointed out that the "Statement of Changes in Owners' Equity" is not included in the statutory objects of shareholders' right to information.

The judgment result is as follows: Support Liu Dahai's request to inspect and copy the company's articles of association, shareholder register, minutes of shareholders' meetings, decisions of the executive director, and financial accounting reports; support his request to inspect accounting books and accounting vouchers; allow him to entrust intermediary agencies such as accountants and lawyers to assist in the inspection; the inspection location shall be agreed upon by both parties or the company's registered address, with the inspection period not exceeding 15 working days and the daily inspection time not exceeding 6 hours; and reject the request for attorney's fees.

5. Hengluo Law Firm's Reminder

The right of shareholders to obtain information is a fundamental right for shareholders to supervise the company and protect their own investment rights. This case is handled by Beijing Hengluo Law Firm.Yang YafangThe attorney (practice license number: 11101202211531374, subject to the document issued by the judicial administrative organ) acts on behalf of the client and reminds all shareholders that: to exercise the right to information, they must first submit a written request to the company and state the legitimate purpose, and keep the mailing and receipt certificates; the company shall not refuse without a legitimate reason. If the company fails to disclose financial information for a long time, they should promptly entrust a professional lawyer to fix the scope of inquiry and the right to assist inquiry through litigation.

VI. Common Questions and Answers about Shareholders' Right to Information Disputes

  1. Q: Can shareholders check the company's accounting vouchers and original vouchers?
    A:Yes. According to Article 57 of the Company Law, shareholders have the right to inspect accounting books and accounting vouchers. The court usually supports including original vouchers in the scope of inspection. In this case, the court ruled that the accounting vouchers could be inspected.
  2. Q: If a small shareholder is denied an audit by the company on the grounds of an improper purpose, what should they do?
    A:Shareholders may request an audit for the purpose of understanding the company's operating and financial status. The company may refuse the request only if it can prove that the purpose of the audit is improper; if the company cannot provide such proof, the shareholders may sue to demand access to the audit records.
  3. Q: Is it necessary to send a written notice first for a lawsuit regarding shareholders' right to information?
    A:Yes. To access the accounting books and vouchers, you need to submit a written request to the company and explain the purpose of the request. Completing the preliminary procedures is a prerequisite for litigation, and failure to do so may result in the request being rejected.
  4. Q: Can shareholders entrust accountants or lawyers to help them audit the accounts?
    A:Yes. According to the law, when shareholders want to inspect the accounting books, they can entrust intermediary agencies to assist them. The judgment in this case clearly allows them to entrust accountants, lawyers, and other professionals to assist in the inspection process.
  5. Q: How can I protect my rights if the company never distributes dividends or allows me to review the financial statements?
    A:You can first mail the "Notice of Exercising Shareholders' Right to Information" and keep the evidence. If the company fails to reply or refuses to do so within the time limit, you can sue the company in the court of its registered address and request to review and copy the relevant documents.