[Direct answer]In the Beijing area, the right of shareholders to obtain information is a statutory right, and companies cannot use excuses such as "it's not written in the articles of association", "you're just a minority shareholder", or "it involves trade secrets" to evade it. Shareholders have the right to review and copy the articles of association, resolutions of the shareholders' meeting, the board of directors, and the board of supervisors, as well as financial and accounting reports. They also have the right to review accounting books (judicial practice generally supports including original vouchers). If the company fails to respond or refuses within 15 days from the date of receipt of the written request, the shareholders may directly sue and apply for evidence preservation and forced accounting inspection during the litigation. If the company refuses on the grounds of "unpaid capital contributions", "having resigned", or "competition in the same industry", such refusals will generally not be supported unless there are statutory exceptions.

1. Problem background and typical scenarios

Small shareholders suspect that major shareholders embezzle funds, but when they want to check the accounts, they are turned away with the excuse of "commercial secrets are inconvenient to disclose". The company's finances operate in a black box, with dividends being zero for years, and shareholders can't even see the financial statements. The right to information is the first key for shareholders to supervise the company, and it is also the evidence basis for subsequent derivative litigation and dividend litigation.

II. Key points of contention

First, the scope of the investigation (whether it includes original vouchers). Second, the statutory grounds for the company's refusal. Third, preliminary procedures and the statute of limitations for prosecution. Fourth, evidence preservation and enforcement.

III. Professional analysis by Henglue Law Firm

The first layer concerns the boundaries of the scope of access: legally accessible for copying - articles of association, resolutions of the three meetings, and financial accounting reports, with no substantive threshold for this part; accessible but not copyable - accounting books (including bookkeeping vouchers and original vouchers; many courts have explicitly included original vouchers in the scope of access, as fraudulent activities cannot be detected solely by reviewing the general ledger); contracts and bank transaction records outside of accounting books may be included if stipulated in the articles of association or authorized by the articles of association. The second layer addresses the legal grounds for company refusal: the company can prove that the shareholder's request for access serves an "improper purpose" - such as the shareholder operating a business competing with the company's main business or potentially leaking trade secrets that harm the company's interests - in which case the company may refuse access; refusals based solely on reasons like the shareholder being a "minority shareholder," "non-paid-in capital," or "leaving the company" do not constitute legal defenses; defenses based on competing businesses require the company to prove the competitive relationship and potential harm, and vague claims will not be accepted. The third layer focuses on preliminary procedures: shareholders must first submit a written request and explain the purpose of accessing accounting books. If the company fails to respond or refuses within 15 days, the shareholder may sue - this written request and response constitute essential evidence for litigation and cannot be skipped; the purpose statement must be specific (e.g., "verifying the authenticity of dividends for a certain year"), as vague statements like "understanding the company's operating status" may raise questions about the legitimacy of the purpose but must be evaluated case by case. The fourth layer deals with litigation and enforcement: during litigation, the shareholder may apply for evidence preservation, and the court will order the company to provide the books for review at a specified location to prevent the company from transferring or destroying them; after winning the case, enforcement remains challenging - the shareholder may request the court to appoint professional personnel (accountants) to assist in the review, with the costs borne by the shareholder; evidence of embezzlement or misappropriation discovered during the audit may directly be used as evidence in liability disputes involving harm to the company's interests (shareholder representative litigation). Final reminder: Shareholder rights litigation is low-cost and has a high success rate, serving as an "entry-level weapon" for shareholder protection. However, the purpose statement and preliminary procedures must be standardized to avoid dismissal.

IV. Practical suggestions and legal basis

The first step is to send a written request for inspection and specify the purpose, and keep the mailing receipt. The second step is to sue within 15 days if no response is received, and apply for evidence preservation at the same time. The third step is to claim inspection of original vouchers in the litigation and cite judicial practice to support the scope of application. The fourth step is to initiate shareholder representative litigation to seek accountability if evidence of infringement is found during the audit. The main legal basis includes the provisions of the Company Law of the People's Republic of China on shareholders' right to information, inspection of accounting books, and the defense of improper purposes; the rules on the scope of inspection and preservation in 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); and the specific application shall be subject to the currently effective provisions.

5. Henglu Law Firm's Advice

Three key points regarding shareholders' right to information: The right to audit accounts is a statutory right, and trade secrets are not an all-purpose shield against liability; Shareholders can file a lawsuit only after the company fails to respond to their written request within 15 days; Original vouchers are included in the scope of review, and the true purpose of the review is to uncover any irregularities in the accounts. For disputes involving shareholders' right to information, parties may seek legal recourse through the following channels:Business and contract disputes in enterprisesWe can provide a comprehensive solution for services, which involves corporate governance.Intellectual property protection and corporate lawFor plate-related matters involving shareholder representative litigation, you can refer to the relevant provisions.Special servicesFor any questions regarding the column, please feel free to consult us.Special services and other casesColumn.

VI. Frequently Asked Questions

Q1: Can shareholders check the original invoices and bank statements?

In judicial practice, the scope of access to accounting books generally includes bookkeeping vouchers and original vouchers. It's difficult to detect fraud just by looking at the general ledger; bank transaction records and other regulations that have been agreed upon or authorized can also be included.

Q2: Is it legal for the company to say "you're a minority shareholder and you can't conduct an investigation"?

This is illegal. The right to information should be enjoyed without discrimination according to the proportion of shares held. Minor shareholders also have the right to access and copy statutory documents, and the company cannot refuse on the grounds of the proportion of shares held.

Q3: Is it okay to sue directly without a written request first?

No. To access the accounting books, one must first submit a written request and explain the purpose of the request. If the company fails to respond or refuses within 15 days, the plaintiff may then file a lawsuit. This preliminary procedure is a prerequisite for initiating a lawsuit.

Q4: Can the company refuse to cooperate on the grounds of competition with other companies in the same industry?

This only applies when you can prove that you are self-employed or operating for others in a substantive competitive relationship with the company, which may harm the company's interests. Vague claims will not be accepted.

Q5: What should I do if the company refuses to cooperate with the audit after winning the lawsuit?

It is possible to apply to the court for evidence preservation to compel the provision of account books. When implementing this, it is possible to request a designated accountant to assist in reviewing the books, and the expenses shall be borne by the shareholders.

The above answer is based on the judicial practice in the Beijing area. The judicial interpretations 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. →Business and commercial legal services·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 you encounter disputes, please consult a practicing lawyer in time.