Research On The Problems And Countermeasures Of Shareholders’ Right To Audit Accounts In Limited Liability Company

Shareholders’ right to audit accounts is set up in the company law to protect the interests of shareholders of limited liability companies.By consulting the company’s account books,shareholders can have a relatively real understanding of the company’s operation and management and financial situation,and can also find relevant evidence of infringement on their rights and interests,which strengthens the legal protection of shareholders’ rights and interests.However,some provisions of the law are too simple and abstract,so they are not enough when applied to specific cases.Through the analysis of the relevant cases of shareholders’ audit disputes in Anhui Province in recent years,it is found that although the relevant provisions of shareholders’ audit right of limited liability company have been gradually improved from the company law to the judicial interpretation 4 of the company law,which has given some guidance to the judgment in practice,there are still some disputes to be solved in the judgment.Among them,mainly in the following aspects: first,the audit right of small and medium shareholders is more vulnerable to infringement than that of large shareholders.Second,the subject of audit right in company law is too simple,and the relationship between shareholders is complex,which makes it difficult to determine whether shareholders meet the subject conditions in judicial judgment.Third,the scope of shareholders’ audit stipulated in the company law can no longer meet the needs of shareholders’ understanding of the company’s operation and financial situation in practice,and different courts have different judgments on it.Fourth,there are defects in the shareholder’s exercise of the pre procedure.Different courts have different opinions on the determination of the defective performance and the necessity of the pre procedure performance.Fifthly,there are different judgments on the standard of "improper purpose" of shareholders,which often lead to different judgments in the same case.Sixth,there is no regulation on whether the shareholders can entrust professional personnel to inspect the account books before the judgment,which hinders the shareholders from exercising the audit right.For the above problems,we can take the following legal countermeasures: first,improve the legal awareness of small and medium-sized shareholders,stipulate the specific form of the exercise of audit right in the articles of association,and formulate punishment measures for the infringement of audit right of small and medium-sized shareholders.Second,it should be clear that the defects of capital contribution can not be the reason for the company to refuse to audit the accounts,and the shareholders holding shares on behalf of the company should discuss it according to the situation.Third,we should expand the scope of access to accounting documents,bills and other related attachments to make it clear that shareholders can access them.Fourth,improve the pre procedure of shareholders’ right to audit account books.It affirms the necessity of the performance of the prepositional procedure,but it does not violate the legislative intention of establishing the prepositional procedure to correct the defects of the performance of the prepositional procedure in the process of litigation.Fifthly,the judgment standard of "improper purpose" should be established to confirm with the objective facts of the case.Sixthly,it is necessary to clarify the entrusted exercise of shareholders’ right to check accounts,and allow shareholders to entrust professional personnel to check accounts before proceeding.