On The Shareholder’s Right Of Inspection In Limited Liability Company

Shareholder inspection right is to solve the separation of ownership and management rights between shareholders and company management under the modern company system derived by the problem of "information asymmetry" rights,its distribution company as a shareholder,supervision and management of the management behavior,protect the interests of their own investment tools,is the foundation of shareholders exercise the rights to the other.Due to lack of detailed guidelines stipulated by the regulations of the company,the shareholders such as capital contribution flaw,dormant shareholders and the new shareholder to consult the subject eligibility cognizance,accounting documents of company law such as file materials refer to the right of scoping barriers as well as the standard of "legitimate purpose" fuzzy exists many problems such as theory,differences in the judicial practice also the existence of the scales is not unified,so that the system of the right of current shareholders refer to build unable to truly safeguard the rights and interests of shareholders.Due to the contradiction between the legal vacancy and the realistic appeal caused by the increasing number of disputes over the right of inspection,the subject,scope and dispute of the system of the right of inspection of shareholders in China need to be solved urgently.Seeking the best balance point in the rights and interests game between shareholders and companies is always the driving force to promote the perfection of shareholders’ inspection rights.First of all,in terms of the subject of shareholders’ inspection right,there is a problem that the suitability of the subject of "special shareholders" is not clear.The establishment of the subject elements cannot be equal to the identification of shareholders’ qualification,so it is necessary to consider both general and special circumstances,implement the principle of protecting the interests of minority shareholders,and appropriately expand the scope of the subject of shareholders’ inspection right.Secondly,in terms of the narrow scope of shareholders’ right of inspection,based on the redefinition of "special documents and materials" in the way of general enumeration,the "restricted" access to accounting vouchers can be increased under the condition of examining the relevance and legitimacy of shareholders’ inspection in substance.Finally,in terms of the exercise of the shareholders’ right of inspection,the subjective elements,namely the purpose of inspection,have the problem of ambiguous judgment criteria of "improper purpose".It is necessary to start from the improvement of the connotation of "legitimate purpose",add the general provisions of "legitimate purpose",and reposition the connotation and extension of "legitimate purpose".As for the agency exercise of the right of inspection,the articles of association of the company can stipulate the matters of the agency exercise of the right of inspection,and the problems can be digested and solved within the company.