[Direct answer]In the Beijing area, if a shareholder is refused access to the company's books by the company, they can file a lawsuit for the right of shareholders to obtain information in accordance with the law. 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 may request to inspect the company's accounting books and accounting vouchers, but they shall submit a written request to the company and state the purpose of the inspection; if the company refuses to provide the inspection, the shareholders may file a lawsuit with the people's court. The preliminary time limit is very clear: If the company believes that the purpose of the inspection is improper, it shall provide a written reply and explain the reasons within 15 days from the date the shareholder submits a written request. When suing, the litigation request shall be specific, stating the period, scope and method of the inspection, and the shareholder may also request the assistance of an accounting firm to conduct the inspection. For more details, please refer to the relevant provisions of the Company Law of the People's Republic of China.Business and contract dispute resolution services for enterprises.

1. Problem background and typical scenarios

Small shareholders who do not participate in the operation of the company want to understand the company's profit and loss, but the company makes all kinds of excuses to evade it; they suspect that the major shareholders transfer assets and engage in off-book transactions, but are denied the right to inspect the accounts and collect evidence; they need to clarify the company's assets before dividing property in a divorce or withdrawing shares; and the company refuses to provide financial statements despite claiming losses for years. The right to inspect the accounts is a statutory right of shareholders and the first step in identifying problems and collecting evidence. In practice, many shareholders first inquire orally, but are evaded and repeatedly harassed, missing the opportunity to complete the preliminary procedures; some directly sue without submitting a written request, only to have their cases dismissed due to procedural deficiencies. It should be noted that the right to information litigation aims to review and copy documents, not to directly confirm creditor's rights or distribute profits. Its function is to open up the information channel. For related procedures, please refer toBusiness and contract dispute services for enterprises.

II. Key points of contention

The disputes in such lawsuits focus on four points. First, whether the preliminary procedures have been completed: a written request, a statement of purpose, and a response from the company within 15 days are all indispensable. Failure to fulfill any of these steps may result in the lawsuit being dismissed. Second, the determination of improper purposes: if the company believes that the shareholder has an improper purpose for conducting an audit, the burden of proof lies with the company. Examples of improper purposes include the shareholder operating a business that competes with the company's main business, potentially disclosing information to others that harms the company's interests, or having caused damage through information disclosure related to audits within the past three years. Third, the scope of the audit: the 2023 amendment to the Company Law includes accounting vouchers in the scope of review. If the company's articles of association or shareholder agreements provide more extensive provisions, those provisions shall prevail, but they cannot narrow the statutory scope. Fourth, the audit method and auxiliary audits: shareholders may commission an accounting firm to conduct the audit, and the time, location, and frequency of the audit should be reasonable. The company may not indefinitely delay the audit on the grounds that it would affect its operations. In the judicial practice of the Beijing region, courts generally support audits within reasonable limits, but will impose necessary restrictions on frequent or excessive requests for audits.

III. Professional analysis by Henglue Law Firm

Audit is about obtaining information in advance, and accountability is about remedying the situation after the fact. Both of these require a thorough understanding of the company's archives and liquidation materials. A case handled by Attorney Shang Jiangpeng serves as an example: On July 14, 2023, Liu Shufen signed a cooperation operation contract with Company A (whose former legal representative, Wang Xiaochen, held 100% of the shares and which has since been deregistered) to obtain the 15-year cooperation operation rights to a property in Fengtai District, Beijing, paying CNY 168, 000 for this. The contract stipulated that Company A would pay 15% of the operating income as cooperation fees on a quarterly basis. After making payments for seven quarters, Company A ceased making payments and refused to pay the quarterly operating income from April 15, 2025 onwards. During the performance of the contract, Company A went through the deregistration process without settling the debts involved in the case. After accepting the case, Attorney Shang Jiangpeng sorted through the cooperation operation contract, bank transfer records, receipts, corporate business archives, and all materials related to the company's deregistration and liquidation, and identified two key points: the contract qualified for statutory termination due to Company A's fundamental breach of contract; by piercing through the corporate veil, the sole shareholder, Wang Xiaochen, failed to prove that his personal assets were separate from the company's assets and deregistered the company without undergoing proper liquidation, thereby assuming joint and several liability for all the company's debts. The court ordered Wang Xiaochen to return CNY 168, 000 and pay the outstanding operating income and breach of contract penalties. This case was handled by Beijing Henglue Law Firm. 查账是事前知情，追责是事后救济，两者都离不开对公司档案与清算材料的掌握。尚江鹏律师代理的一起案件即为例证：2023年7月14日，刘淑芬与A公司（原法定代表人王小晨持股100%，该公司现已注销）签订合作经营合同，支付16.8万元取得北京市丰台区某房屋15年的合作经营权，约定A公司按季度支付合作款15%的经营收入；A公司支付7个季度收益后停止付款，并自2025年4月15日起拒不支付季度经营收入，后在合同履行期间办理注销登记，未清偿案涉债务。尚江鹏律师接受委托后，梳理合作经营合同、银行转账流水、收款收据、企业工商档案、公司注销清算全套材料，确定两大思路：合同因A公司根本违约符合法定解除条件；穿透公司主体，唯一股东王小晨未举证证明个人财产独立于公司财产、未依法清算即注销，应对公司全部债务承担连带清偿责任。法院判令王小晨返还16.8万元并支付欠付经营收入及违约金。本案由北京恒略律师事务所代理。Shang Jiang PengThe attorney (practice license number: 111012023105807, subject to the documents issued by the judicial administrative authority) acts as the agent. Note for this case: Shareholders should make good use of their right to inspect the accounts to grasp the true situation of the company on a daily basis. After a dispute arises, the industrial and commercial archives and liquidation materials are often the key to clarifying responsibilities.

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) regarding shareholders' right to inspect documents, written requests, and 15-day response and litigation provisions; Article 8 of 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) regarding circumstances of improper purposes; and the Methods for Payment of Litigation Fees (State Council Decree No. 481, implemented on April 1, 2007) regarding the payment of acceptance fees. Action list: 1. Submit a written request for inspection to the company, stating the scope, period, and purpose of the inspection, and deliver it via traceable methods such as EMS or email. 2. If the company fails to respond or explicitly refuses within 15 days, collect the company's articles of association, shareholders' identification documents, written requests, and delivery receipts, as well as the company's industrial and commercial registration information to initiate litigation. 3. Specify the litigation requests: the start and end periods for inspecting accounting books and vouchers, the possibility of commissioning an accounting firm for assistance, and the time and location of the inspection. 4. If the company defends itself by claiming improper purposes, organize counter-evidence based on its own shareholding status and the necessity of the inspection. 5. If the company still refuses to provide the documents after the judgment, apply for enforcement and claim compensation for the losses caused thereby. For more details, please refer to the following link: [Link to the full text of the article](https://www.zhihu.com/question/35216240/answer/162346244)Business and contract dispute resolution services for enterprises.

5. Henglu Law Firm's Advice

There are two common mistakes in the exercise of the right to audit: first, oral inquiries without leaving a trace and unclear preliminary procedures; second, general requests for an audit in litigation, resulting in different interpretations of the scope of the audit in the execution stage. The written request should clearly specify the period and scope at one time, and the delivery certificate should be properly preserved. If the company fails to respond within the time limit, it can also be sued. If the company has been shut down, had its business license revoked, or entered liquidation, the objects and scope of the audit need to be adjusted accordingly. When handling similar cases in the Beijing area, it is recommended to entrust a lawyer as soon as possible.Beijing Henglue Law FirmProfessional lawyers plan written requests, fix evidence, and formulate litigation strategies all at once.

VI. Frequently Asked Questions

Q1: If the company refuses to allow an audit, can the shareholders win the lawsuit?

It depends on the preliminary procedures and the defense of improper purposes. If the shareholder has fulfilled the written request and stated the purpose, and the company refuses to provide the information or fails to respond within the time limit, and the company cannot prove that the purpose of the audit is improper, the litigation request will generally be supported; if the preliminary procedures are lacking, the scope of the review exceeds the statutory limits, or the company provides evidence to prove the existence of improper purposes such as substantial competitive business, the request may be rejected or limited. The outcome of the case shall be subject to the evidence and the court's determination.

Q2: What evidence do I need to prepare for a lawsuit to request an audit?

There are four types of core materials: 1. Evidence of shareholder status, including the company's articles of association, shareholder registers, investment certificates, and industrial and commercial registration information; 2. Evidence of preliminary procedures, including written requests for an audit and delivery receipts, as well as letters or chat records from the company refusing to respond; 3. Evidence of the legitimacy of the audit purpose, including shareholding status, records of participation in management, and explanations of the necessity to understand the operating conditions; 4. Materials for responding to the company's defenses, such as explanations of the company's own business scope, used to refute claims of improper purposes.

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

Such cases generally do not involve the transfer of property, and the acceptance fees are usually paid per case, with the amount being relatively low, subject to the standards set by the court accepting the case; for applications for preservation and notarization, the fees shall be paid separately according to the corresponding standards. The attorney's fees are determined through negotiation between the law firm and the client, and are commonly charged per case or per stage, with no unified government pricing. The overall cost is not high, but the professional input in evidence collection and court hearings cannot be omitted.

Q4: How long does it take from the time of filing a lawsuit to actually tracing the funds?

The first-instance ordinary procedure shall be concluded within six months and the simplified procedure within three months; for cases with complete materials and no major disputes, the judgment is usually issued within three to six months. If the company refuses to cooperate after the judgment takes effect, it is necessary to apply for compulsory enforcement, which may take one to several months in the enforcement stage. If the case involves disputes over improper purposes or the need to retrieve the company's account books for verification, the timeframe will be extended accordingly.

Q5: What should I do first after my audit request is rejected?

There are four steps to proceed with this: First, immediately draft a written request for an audit, specifying the start and end dates and the purpose of reviewing the accounting books and vouchers, and deliver it to the company in a traceable manner; Second, simultaneously collect the shareholders' identities and the company's registration materials; Third, if the company fails to respond or refuses within 15 days, promptly file a lawsuit, clearly stating the time period, scope, and arrangements for assisting in the audit; Fourth, if any signs of asset transfer are found in the company, simultaneously apply for property preservation or evidence preservation. It is recommended to entrust a professional lawyer to oversee the procedural details.

The above content is based on the compilation of judicial practices in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific cases.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, so as to avoid missing the statutory time limit. →Corporate commercial legal services·Attorney Shang Jiangpeng·Beijing Henglue 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 you encounter disputes, please consult a practicing lawyer in time.