[Case Summary]This case involves a dispute over the right of shareholders to obtain information. Liu * , a shareholder of Company A, suspected that Zhang * , the legal representative of the company, had damaged the company's interests. He/she sued to inspect and copy the company's financial and accounting reports, and also exceeded his/her authority by demanding to inspect Zhang *'s personal bank card, WeChat, and Alipay statements. Zhang *, as a third party, entrusted Beijing Henglu Law Firm to handle the case.Wang DongThe lawyer argued that the transaction records of personal accounts do not fall within the scope of shareholders' right to information, and that Zhang * had already withdrawn from the shareholder ranks and was not a qualified third party. The court accepted the lawyer's opinion, only supporting the right to review and copy the company's financial accounting reports, and rejected all of Liu *'s claims against Zhang *. The core disputes are: the conflict between the boundaries of shareholders' right to information and personal privacy rights; and the application of the relevant provisions of the Company Law on shareholders' right to information.

I. Review of the Case

When a company's shareholders are denied access to the company's books, can they investigate the legal representative's personal accounts? Many entrepreneurs search for terms like "what does the shareholders' right to information include?" and "can we investigate the legal representative's personal transactions?". The plaintiff, Liu*, is a shareholder of Company A. Suspecting that the third party, Zhang*, damaged the company's interests during his tenure as the legal representative, Liu* sued the court to request access to and copies of Company A's financial and accounting reports since its establishment, as well as access to Zhang*'s personal bank card, WeChat, and Alipay statements. Zhang*, as a third party in this case, entrusted Beijing Henglu Law Firm to represent him in the litigation.Wang DongThe lawyer acts on behalf of his client to safeguard their legitimate rights and interests. The focus of the case lies in whether Liu * has the right to access Zhang *'s private account and whether Zhang * should be listed as a qualified third party.

II. The focus of the case

  • Focus 1: Where is the boundary of shareholders' right to information?Liu * claimed that whether it is beyond the scope of the company's financial materials as stipulated by law to check Zhang *'s personal bank account, WeChat, and Alipay is the core issue of this case.
  • Focus II: Whether Zhang is a qualified third party.Zhang * had already transferred his equity and left the ranks of shareholders in October 2022. Whether his personal accounts are related to the company's operations directly determines his litigation status.
  • Focus 3: The binding force of the withdrawal agreement and the judgment in another case.The parties agreed that the withdrawal of shares is undisputed and the court has issued a civil judgment. Can this prevent Liu * from making inquiries about Zhang *'s personal information?

III. The professional intervention of Hengluo Law Firm

The original plaintiff claimed that:Liu insisted that Zhang had damaged the company's interests during his tenure as the legal representative, and that his personal accounts were closely related to the company's finances. Therefore, Liu had the right to review Zhang's personal bank account, WeChat, and Alipay statements.

The defendant (the third party) argued that:Zhang * claimed that he had withdrawn his shares and was neither a company shareholder nor a qualified third party; his personal transaction records involved privacy rights and were not within the scope of the shareholders' right to information; Liu * had no evidence to prove that the account was related to the company.

Legal Opinion by Hengluo Law Firm:Wang DongThe lawyer argued that the right of shareholders to information is the right of company shareholders to request the company to provide financial reports and other materials for inspection and copying. Zhang * has nothing to do with this case. Zhang * has transferred his equity to a third party and withdrawn from the ranks of shareholders in accordance with the "Agreement on Withdrawing from the Company", and the relevant disputes have been dealt with by the court's civil judgment. Even if the account belongs to Zhang *, it is not within the scope of the right of shareholders to information.

  • Provide evidence of the "Withdrawal of Shareholding Agreement" and industrial and commercial registration in October 2022 to prove that Zhang * withdrew from the ranks of shareholders
  • Referring to the civil judgment that has taken effect in your court, it is stated that the dispute over the withdrawal of shares has been handled in a separate case
  • It is claimed that the transaction records of personal accounts involve the right to privacy and are not considered corporate financial information according to the law

IV. Outcome of the case

The court accepted it.Wang DongThe lawyer's opinion states that the scope of shareholders' right to information is limited by the provisions of the law, and personal account transactions involve the right to privacy and do not belong to the company's financial materials. According to the provisions of the Company Law of the People's Republic of China on shareholders' right to information, the judgment only supports Liu *'s right to review and copy the financial accounting reports of Company A, and rejects all of Liu *'s claims against Zhang *. Zhang *'s legitimate rights and interests have been effectively protected.

5. Hengluo Law Firm's Reminder

This case is handled by Beijing Henglu Law Firm.Wang DongAttorney (Practice License No.: 11101201910090334, subject to the document issued by the judicial administrative organ): Agent. Attorney's Reminder: The shareholders' right to information is protected by law, but there are clear boundaries. It only applies to the company's financial information and cannot extend to the legal representatives' or shareholders' personal privacy accounts. When signing a withdrawal agreement, the rights and obligations of all parties should be clearly defined. In case of disputes, they should be resolved through legal channels to avoid claiming rights beyond the scope of authority.

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

  1. Q: Can shareholders access the transaction records of the legal representative's personal bank card?
    A:No. The scope of shareholders' right to information is limited to the company's financial materials. The legal representative's personal bank account involves the right to privacy and is not within the scope of inspection.
  2. Q: Can a shareholder who has already withdrawn his shares still be listed as a third party in a lawsuit regarding the right to information?
    A:If the equity has been transferred in accordance with the agreement and the shareholder has withdrawn from the company, and the relevant disputes have been resolved by a valid judgment, the non-qualified third party should generally not bear the responsibility of reviewing the documents.
  3. Q: Can shareholders check the WeChat and Alipay bills when conducting an audit of the company's accounts?
    A:Only the financial information under the company's name; WeChat and Alipay accounts registered in an individual's name that are unrelated to the company are not within the scope of the review.
  4. Q: How can I protect my rights if my right to information as a shareholder is denied?
    A:You can request the company to provide the information in writing. If your request is rejected, you can file a lawsuit with the court to request access to and copy the information within the legal scope. You can also apply for the assistance of accountants and lawyers to access the information.
  5. Q: Can the company refuse to let me check the accounting books beforehand?
    A:Shareholders need to state their purpose in writing. If the company believes that the purpose is improper, it can refuse to provide access based on evidence; if the purpose is legitimate and does not affect trade secrets, the court will generally support the request for access.