[Direct answer]In the Beijing area, shareholders are entitled to the right to information according to law and can request to review the company's accounting books and accounting vouchers, but they must go through preliminary procedures. According to Article 57 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024), shareholders have the right to review and copy the company's articles of association, shareholder registers, minutes of shareholders' meetings, resolutions of the board of directors, resolutions of the board of supervisors, and financial accounting reports; if they request to review the company's accounting books and accounting vouchers, they shall submit a written request to the company and explain the purpose. If the company has reasonable grounds to believe that the purpose is improper and may harm the company's legitimate interests, it may refuse to provide access and shall respond to the shareholder in writing within 15 days from the date the shareholder submits the written request, explaining the reasons. If the company refuses to provide access, the shareholder may file a lawsuit with the people's court. For more details, please refer to the Company Law of the People's Republic of China.Legal services for corporate commercial and contract disputes.

1. Problem background and typical scenarios

After shareholders invest, if they do not participate in the operation of the company, or if minority shareholders are excluded from the management team, checking the company's accounts becomes the most direct way to understand the company's actual operations and financial status. Typical scenarios include: long-term non-distribution of dividends, suspicion of executives embezzling company assets, opaque related-party transactions, persistent losses of the company without identifying the causes, the need for valuation basis before transferring equity, and verifying creditor's rights and debts before exiting the company. Many companies refuse to allow shareholders to check the accounts on the grounds of bylaws restrictions, internal regulations, or confidentiality obligations, which leads to litigation over the right to information. For related rules, please refer toLegal services for corporate commercial and contract disputes.

II. Key points of dispute

The dispute focuses on four points. Firstly, whether the plaintiff has the status of a shareholder: If the company defends with arguments such as unpaid capital, transferred equity, or agency relationships, the court usually determines this based on the shareholder register and industrial and commercial registration. Secondly, whether the preliminary procedures have been fulfilled: If no written request is submitted with a stated purpose, the lawsuit may be dismissed; if the company fails to respond in writing within 15 days, this can be used as evidence of refusal. Thirdly, the determination of improper purposes: If a shareholder operates a business that competes substantially with the company's main business on their own or for others, or inspects the company's accounts to obtain information for others that may harm the company's interests, the company can refuse. Fourthly, the scope of inspection: Both accounting books and accounting vouchers can be inspected, but there is room for refinement in practice regarding the scope of original vouchers and copies. In the judicial practice of the Beijing area, the court maintains a protective attitude towards shareholders' right to information, while requiring clear procedures and boundaries.

III. Professional analysis by Henglue Lawyers

The investment dispute handled by Attorney Xiong Binrong indirectly demonstrates the significance of verifying a company's accounts and archives. On May 20, 2022, Wang * signed a "Transfer Contract for the Right to Profit from Online Films" with Beijing B Culture Media Co., Ltd. and paid an investment sum of 800,000 yuan; on the same day, a supplementary contract was signed, stipulating that if the profit dividends were less than 800,000 yuan, B Company would make up the shortage with 100% of the deficiency. Beijing A Holding Group Co., Ltd. issued a "Guarantee Letter" to assume guarantee liability. However, the film was not released until May 17, 2023, while B Company had already gone through the cancellation registration five days earlier, on May 12, 2023, without notifying Wang * to conduct profit accounting, conducting legal liquidation, or truthfully declaring debts. After Attorney Xiong applied for arbitration, he listed B Company's shareholders and guarantors as respondents. By retrieving B Company's industrial and commercial archives and liquidation materials, he verified the fact that B Company was cancelled without undergoing legal liquidation. Combined with contracts, bank transaction records, and WeChat chat records, he formed a complete chain of evidence. After an absent trial, the arbitration tribunal ruled that the respondents should return the investment principal of 800,000 yuan, pay attorney's fees of 15,000 yuan, and the guarantor should bear joint and several liability. The arbitration fees of 37,131.03 yuan should be borne by the respondents. For shareholders, verifying accounts and archives is not only a supervision tool but also a prerequisite for protecting their rights. If the company refuses to provide them, they can file a lawsuit in accordance with Article 57 of the new "Company Law". This case was handled by Beijing Henglu Law Firm.Xiong BinrongThe lawyer (practice license number: 11101202211410897, subject to the document issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

The legal basis includes Article 57 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024), which stipulates the scope of inspection and copying, written requests and purpose statements, a 15-day response period, and litigation remedies; the "Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (IV)" (implemented on September 1, 2017), which governs the protection of shareholders' right to information and the determination of improper purposes; and Article 188 of the Civil Code of the People's Republic of China (implemented on January 1, 2021), which sets the three-year statute of limitations. Action list: 1. First, secure evidence of shareholder status, such as shareholder registers, industrial and commercial registration, and investment certificates. 2. Submit a written request for inspection to the company, clearly stating the scope, duration, and purpose of the inspection. 3. If the company fails to respond in writing or explicitly refuses within 15 days, promptly file a lawsuit for the right to information. 4. During the litigation, specify the list of documents to be inspected or copied, and, if necessary, apply for the preservation of accounting materials. 5. If fraudulent withdrawal of investment or misappropriation of assets is discovered during the audit, simultaneously evaluate the accountability plan. For more details, please refer to the following link: [Link].Legal services for corporate commercial and contract disputes.

5. Henglu Law Firm's Reminder

An audit is not about rummaging through old records, but rather a purposeful verification process. The written request should clearly state what will be audited, the audit period, and the reasons for the audit, which not only complies with legal procedures but also reduces the risk of being deemed as having an improper purpose. Shareholders should obtain information through legal channels to avoid unauthorized handling of company data that may lead to new disputes. After the audit results are obtained, those who are entitled to collect payments should collect them, and those who are entitled to protect their rights should protect them. Don't let the right to supervision remain a dead letter. When handling similar cases in the Beijing area, it is recommended toBeijing Henglue Law FirmUnder the guidance of professional lawyers, we design requests for access to evidence and litigation strategies to gather all the evidence in one go.

VI. Frequently Asked Questions

Q1: If a shareholder requests an audit of the company's accounts, but the company refuses to comply, what should they do?

If the company refuses, the shareholders may sue. According to Article 57 of the new Company Law, if the company refuses to provide access, the shareholders may file a lawsuit with the people's court and request the court to order the company to provide the accounting books and accounting vouchers for inspection. Before suing, the shareholders should first submit a written request to the company and explain the purpose; if the company has reasonable grounds to believe that the purpose is improper, it may refuse, but it shall respond in writing within 15 days from the date the shareholders submit the written request and explain the reasons. The court will usually review the shareholder's qualifications, the preliminary procedures, and whether the purpose is legitimate. Whether the case can be successfully inspected depends on the procedures and evidence, and no lawyer can unilaterally guarantee the outcome.

Q2: What materials do shareholders need to prepare for an audit of the company's accounts?

The core materials include: evidence of shareholder status, such as records in the shareholder register, information from the industrial and commercial registration, investment certificates or documents of equity transfer; written requests for inspection and delivery receipts, stating the scope, period and purpose of the inspection; the company's articles of association and shareholders' resolutions, used to confirm the agreement on the right to information; the company's reply letter of refusal or records of failure to respond within the time limit; and initial clues to the objects of the audit, such as financial statements, tax declarations, and bank transaction records. If a lawsuit is initiated due to the audit, it is also necessary to prepare an evidence list and a description of the scope of the inspection, so as to facilitate the court's clear judgment of the case.

Q3: How much does a lawsuit for the right to information cost?

Lawsuits for the right to information are usually non-property-related claims, and the case acceptance fees are charged at a lower standard, generally ranging from tens of yuan to over 100 yuan per case, with the specific amount subject to the standards set by the accepting court. If the plaintiff also claims compensation for property damage, the fees shall be paid in stages according to the standards for property cases. Lawyer's fees are determined through negotiation between the law firm and the client, and are commonly charged on a per-case or hourly basis, with no unified government pricing. There is no charge for the audit itself, but the costs of copying and auditing documents shall be borne by the plaintiff according to the actual expenses incurred. It is recommended to calculate the costs in advance before filing a lawsuit and to plan the audit objectives and subsequent legal protection strategies together.

Q4: How long does a lawsuit for the right to information typically take?

The first-instance ordinary procedure shall be concluded within six months, and the summary procedure within three months; if the facts are clear and the parties have little dispute over the shareholder qualifications and procedures, the summary procedure may be used to conclude the case more quickly. If it involves substantive disputes such as the scope of accounting vouchers and the determination of improper purposes, or the need for additional evidence and a second hearing, the period will be extended accordingly. The second-instance and enforcement stages will be counted separately. Overall, most cases will have results within half a year. It is recommended to sue in time after the written request is rejected or the reply is overdue.

Q5: If a shareholder wants to check the company's accounts, what is the first step to take?

There are four steps to proceed: First, confirm and fix the shareholder qualifications, and collect the shareholder register, industrial and commercial registration, and investment certificates; Second, submit a written request for inspection to the company, stating the account books, vouchers, period, and legitimate purpose to be inspected; Third, keep the delivery certificate and track whether the company responds in writing within 15 days; Fourth, if the company refuses or fails to respond within the time limit, initiate a right of information lawsuit within the three-year statute of limitations to request an order to provide the inspection. If the company has been deregistered or the whereabouts of the account books are unknown, a plan to hold the shareholders or liquidation obligors accountable should be evaluated simultaneously.

The above answer is based on the judicial practice in the Beijing area. The adjudicative guidelines in other provinces and cities may vary. For specific cases, please refer to the local rules and evidence situation.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence, to avoid missing the statutory time limit. →Corporate commercial legal services·Attorney Xiong Binrong·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public 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 a dispute arises, please consult a practicing lawyer in time.