[Direct answer]In the Beijing area, the company shall cooperate upon receipt of a written request stating the purpose. The right of shareholders to obtain information is their right to understand the company's business management and financial status. Shareholders of limited liability companies have the right to review and copy the company's articles of association, minutes of shareholders' meetings, resolutions of the board of directors, resolutions of the board of supervisors, and financial accounting reports; if a shareholder requests to review the company's accounting books, he/she shall submit a written request to the company and state the purpose. If the company has reasonable grounds to believe that the shareholder's request to review the accounting books has an improper purpose or may harm the company's legitimate interests, it may refuse to provide such access, but shall respond to the shareholder in writing within the statutory time limit from the date the shareholder submits the written request, stating the reasons. Shareholders may entrust professionals such as accountants and lawyers to assist in the review. If the company refuses to provide such access, the shareholder may bring a lawsuit in accordance with the law. Therefore, the exercise of the right to obtain information shall follow legal procedures and specify the scope and purpose of the review.
1. Problem background and typical scenarios
Small and medium shareholders often do not participate in the daily operations of the company, lack understanding of the company's true financial situation, and suspect the existence of benefit transfer but have no way to verify it. Some shareholders directly request to check the company's accounts but are refused, while others only raise their concerns verbally without written records. The right to information is the basis for shareholders to exercise other rights. How to exercise these rights effectively and in accordance with the law directly affects whether shareholders can protect their own interests.
II. Key points of contention
First, the scope of the right to information, that is, which materials can be consulted and copied. Second, the procedural requirements for consulting accounting books. Third, the legitimate reasons for the company's refusal to provide information. Fourth, the remedies available when rights are infringed.
III. Professional analysis by Henglue Lawyers
The first layer: Scope of inquiry: Shareholders have the right to inspect and copy the company's articles of association, minutes of shareholders' meetings, resolutions of the board of directors, resolutions of the board of supervisors, and financial accounting reports, which is the statutory basic scope; the inspection of accounting books is subject to stricter conditions due to the involvement of the company's trade secrets. The second layer: Procedural requirements: To inspect accounting books, shareholders shall submit a written request to the company and state the purpose of the inspection. The company shall respond within the statutory time limit. Therefore, the written form and the description of the purpose are the key elements of the procedure. The third layer: Reasons for refusal: If the company has reasonable grounds to believe that the shareholder's request to inspect accounting books has an improper purpose or may harm the company's legitimate interests, the company may refuse and provide a written explanation within the statutory time limit. Whether the purpose is improper shall be proven by the company. The fourth layer: Remedies: If the company refuses to provide inspection or fails to respond within the statutory time limit, the shareholder may file a lawsuit requesting the court to order the company to provide inspection and copying, and may entrust professionals such as accountants and lawyers to assist in the process. Henglue Tip: Shareholders should exercise their right to information in a proper manner, submit specific and clear requests in writing, and retain the delivery certificates. If necessary, they may first negotiate or apply for evidence preservation in the litigation to ensure the achievement of the inspection purpose. In practice, the court will also review whether the shareholder's inspection purpose is legitimate and whether the request scope is specific and clear. Therefore, the request content should be as detailed as possible, stating the name of the materials, the year to which they belong, and the inspection method. In addition, if the company refuses on the grounds of an improper purpose, the shareholder may refute its reasons and apply to the court to review whether the company's refusal is justified.
IV. Practical Suggestions and Legal Basis
The first step is to submit a request for inspection in writing to the company, stating the scope, period, and purpose of the inspection. The second step is to retain the delivery receipt and record the time and content of the company's response. The third step is to verify whether the company's reasons for refusing to respond are valid and consider hiring professionals for assistance. The fourth step is to file a lawsuit for shareholders' right to information, requesting the court to order the company to provide access to the materials and make copies, and, if necessary, apply for evidence preservation. The main legal basis is the provisions on shareholders' right to information in the Company Law of the People's Republic of China (amended in 2018). The specific application shall be subject to the currently effective regulations.
5. Henglu Law Firm's Advice
The three key points of shareholders' right to information are as follows: basic materials can be directly consulted and copied, while accounting books must be requested in writing and the purpose of the request must be stated; if the company refuses, it must provide a written response and explain the reasons for the refusal; if the request is denied, shareholders can file a lawsuit for the right to information and hire professionals to assist them. For matters involving corporate commercial affairs and shareholders' rights and interests, legal assistance can be sought through legal professionals.Business and contract disputes in enterprisesFor services requiring an overall solution involving corporate governance and general legal matters, we can provide integrated support.Intellectual property and corporate lawFor cases involving the enforcement of judicial documents, you may refer to the following materials for reference:Creditor's rights and debts, and enforcementFor any questions or difficult situations, please feel free to consult us.Special servicesTeam.
VI. Frequently Asked Questions
Q1: How can shareholders check the company's accounts?
First, submit a request to the company in writing, stating the materials you want to review and the time period. The company's articles of association, meeting minutes and resolutions, and financial accounting reports can be directly accessed and copied, but for accounting books, you must explain the purpose of your request.
Q2: Can I check the accounting books?
Yes, but a written request and a description of the purpose are required. If the company has reasonable grounds to believe that there is an improper purpose or that it may harm its legitimate interests, it may refuse the request and provide a written explanation of the reasons for its refusal.
Q3: Can the company refuse to do so?
There are legitimate reasons to refuse, but the company should respond in writing within the legal time limit and explain the reasons, and bear the corresponding burden of proof; if there are no legitimate reasons for the refusal, the shareholders may file a lawsuit.
Q4: Can I ask a lawyer or an accountant to help me?
Yes. Shareholders can entrust professional individuals such as accountants and lawyers to assist in the review. The involvement of professionals can help to accurately analyze financial information and secure evidence.
Q5: What should I do if I'm rejected?
You can file a lawsuit for the right of shareholders to obtain information, and request the court to order the company to provide access and copying; in the lawsuit, you can apply for evidence preservation to prevent the company from transferring or destroying relevant materials.
The above questions and answers are mainly based on the judicial practice in the Beijing area. There may be differences in the adjudication guidelines in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.
If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence, so as to avoid missing the statutory time limit.Business and commercial legal services·Beijing Henglue Law Firm
Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.