Research On The Right Of Accession Of Shareholders' Accounting Documents

Article 33 of the current "Company Law" of China clearly lists the scope of exercise of the six shareholders' access rights,which do not explicitly include accounting documents.The academic community and the judicial practice community have long been divided on whether shareholders have the right to access accounting documents.About whether shareholders shall have the right to consult the provisions of the accounting vouchers,the corporation law judicial interpretation(iv)before and after a major changes have taken place.In the first two versions of the draft,shareholders are given the right to consult accounting vouchers.However,when the final draft came out,the relevant provisions were deleted and replaced with "specific document materials".In judicial practice,the number of cases in which shareholders request to consult accounting documents increases year by year,resulting in different judgments for the same case.Even if the court's decisions are the same everywhere,the evidence is mixed.This phenomenon still exists after the introduction of the company law judicial interpretation(iv).In addition to the introduction and conclusion,the text is divided into five parts:The first part is the question.In the process of company operation,major shareholders or company executives make false accounts,while minority shareholders have difficulty in realizing their right to know by consulting accounting books.In trial practice,the proportion of cases in which shareholders request to consult accounting vouchers increases year by year,and there are cases of different judgments for the same case.In the legislative process,the provisions on whether shareholders can consult accounting vouchers(including original vouchers and accounting vouchers)before and after the introduction of the judicial interpretation of the company law(iv)have changed greatly.Therefore,it is necessary to take the right to consult accounting documents as the research object.The second part is the theoretical analysis of absorbing accounting vouchers into the scope of consulting rnghts.The scope of shareholders' right to consult accounting documents should be extended to meet the legislative purpose of shareholders' right to know.This is conducive to improving the corporate governance structure and achieving the balance of interests between the company and shareholders.Ownership theory,principal-agent theory and interest balance theory all provide theoretical support for it.The right to consult accounting documents has the legal nature of claim rnght,inherent right,joint interest right,self-interest right and sole shareholder right.The third part is the empirical analysis of absorbing accounting vouchers into the scope of the right of access.Article 33 of the company law of China and article 10 of the company law judicial interpretation(iv)all have provisions on shareholders' right of inspection.But these do not provide a clear legal basis for the trial practice.The number of shareholder requests for accounting documents increases year by year.These cases are still the same case and different sentences.Some courts support shareholders to consult accounting documents for the purpose of legislation,balance of interests and freedom without prohibition.Some courts,based on the interpretation of the law and the company's security considerations,hold a negative attitude towards shareholders'access to accounting vouchers.The author believes that shareholders should be allowed to consult accounting documents after considering the legislative purpose,judicial practice experience and international comparison of shareholders' right to know.But there are limits to how it can be used.Although the protection of shareholders' legitimate rights and interests is important,the protection of the interests of the company should not be ignored.The fourth part is about the exercise mechanism of shareholders' right to consult accounting documents.The subject of exercising this right is all shareholders.This includes the defective shareholders who have not been removed from the company's capital contribution,the nominal shareholders,the new shareholders after the transfer of shares and the old shareholders who have reasonable doubts about the company's operation when they hold shares.Shareholders may,by way of entrustment,consult the accounting documents of a certain period under the limited conditions prescribed by law(excluding duplication).Where a shareholder has not yet made a request to the company for the examination of accounting documents,the exercise period of such right shall be limited to three years from the date when the shareholder has reasonable doubt on the operation status of the company;When a shareholder legally requests the company to allow him to inspect accounting vouchers,the time limit for the exercise shall be limited to three years from the date when the shareholder knows or should know that the company has rejected the application for improper reasons.The fifth part is the analysis of the limitation and remedy of exercising shareholders'right to consult accounting documents.The exercise of this right is limited to inspection and should not be extended to reproduction.The right shall be exercised with a legitimate purpose,and the obligation of confidentiality shall be performed,within a limited time,place and scope.When the shareholders exercise this right is rejected by the company for improper reasons,at the level of public law,shareholders can protect their rights and interests through litigation;In the aspect of private law,China can use the experience of other countries for reference and introduce the system of inspector,so as to protect the legitimate rights and interests of shareholders by exercising the right of supervision over the company's finance through the third party.