[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 resist 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, and financial and accounting reports; and 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 file a lawsuit and apply for evidence preservation and compulsory audit in 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.

I. Problem Background and Typical Scenarios

Small shareholders suspect that major shareholders are embezzling funds, but when they want to check the accounts, they are blocked by the excuse of "commercial secrets are inconvenient"; 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's also the evidence base for subsequent derivative litigation and dividend litigation.

II. Key points of dispute

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 level concerns the boundaries of the scope of access: legally accessible for copying - articles of association, resolutions of the three shareholders' 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 explicitly include original vouchers in the scope of access, as fraudulent activities cannot be detected solely from the general ledger); contracts and bank statements outside the accounting books can be included if stipulated in the articles of association or authorized by the articles of association. The second level involves 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 disclosing trade secrets to harm the company's interests - in which case the company may refuse; refusal based solely on the shareholder being a "minor shareholder," "not having paid in full," or "having resigned" does not constitute a legal defense; a defense based on competing businesses requires the company to provide evidence of the competitive relationship and potential harm, and vague claims will not be accepted. The third level concerns preliminary procedures: shareholders must first request access to accounting books in writing and explain the purpose. If the company fails to respond or refuses within 15 days, the shareholder may sue - this written request and the response are prerequisite evidence for litigation and cannot be skipped; the purpose explanation must be specific (e.g., "verifying the authenticity of dividends for a certain year"), as vague statements such as "understanding the company's operating conditions" may be questioned regarding the legitimacy of the purpose but should be evaluated based on the specific case. The fourth level involves litigation and enforcement: during litigation, evidence preservation may be requested, and the court will order the company to provide the books for inspection at a designated location to prevent the company from transferring or destroying them; after winning the case, enforcement is difficult - the shareholder may request the court to appoint professional personnel (accountants) to assist with the inspection, with the costs borne by the shareholder; evidence of embezzlement or misappropriation discovered during the inspection can directly be used as evidence in disputes over liability for harming the company's interests (shareholder representative litigation). Final reminder: Knowledge rights litigation is low-cost and has a high success rate, making it a "entry-level weapon" for shareholder protection. However, the purpose explanation and preliminary procedures must be standardized, otherwise the case may be dismissed.

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 if no reply is received within 15 days, 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); 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, and this procedural requirement cannot be skipped; Original vouchers are included in the scope of review, and the real purpose of the review is to uncover any irregularities in the accounts. For disputes involving shareholders' right to information, parties may seek resolution through legal channels.Business and contract disputes in enterprisesWe provide a comprehensive solution for services, which includes corporate governance if necessary.Intellectual property protection and corporate lawFor plate-related matters involving shareholder representative litigation, you may refer to the following for reference:Special servicesFor any questions regarding the column, please feel free to consult usSpecial services and other casesColumn.

VI. Frequently Asked Questions

Q1: Can shareholders check the original vouchers and bank transaction records?

In judicial practice, the scope of review of accounting books generally includes bookkeeping vouchers and original vouchers. It is difficult to detect fraud just by looking at the general ledger; if there are agreements or authorizations in the charters such as bank statements, they can also be included in the review.

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

It's 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 first submitting a written request?

No. To access the accounting books, you must first submit a written request and explain the purpose of the request. If the company fails to respond or refuses within 15 days, you 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 industry competition?

This only applies if you can prove that you are self-employed or working 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 and compulsory provision of account books. When executing the order, the court may request a designated accountant to assist in reviewing the account books, and the expenses shall be borne by the shareholders.

The above answer is based on the judicial practice in Beijing. The judicial interpretations in other provinces or 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 materials to avoid missing the statutory time limit. →Corporate commercial legal services·Beijing Henglu 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.