Inspection Rights Of Books And Records Research

As of January 1,2006 the full implementation of the revised company law of the People's Republic of China (hereinafter referred to as the company law) greatly strengthened the interests of small and medium shareholders of investors and the protection. "Company law" the 34th regulation:"The shareholders shall have the right to consult, copying the articles of association of the company, the shareholders' meeting, the resolutions of the board meeting, and the financial and accounting reports. "The second paragraph "the shareholder may request to consult the accounting books of the company and shareholder requests to read the accounting books of the company, it shall submit to the company a written request that purpose. Companies that are reasonably according to consult the accounting books shareholders improper purpose, may damage the legitimate interests, it may refuse to provide consultation, and the shareholder submits a written request shall, within 15 days of the written reply shareholders and explain the reason. The company refused to provide consultation, the shareholder may request the people's court for the company. "However, this clause was sparked concern and academic discussion. Can say, the revised company law is given the shareholder's rights stipulated, this book has the right to protect shareholders, but there still exist some disadvantages below. For example, does not give Co., LTD the shareholder books; In the exercise of the rights prescribed in specific performance, too simple, Exercise conditions; Exercise way; Exercise program; Whether can consult with shareholders accounting books related to the original documents; Shareholders can refer to involve commercial secrets of the books; Has the equity transfer shareholders can exercise the shareholder know what happened; Company account books, not only can consult expressly can copy; Whether the parent company shareholders or subsidiary records books; In the shareholder's right of books is also the judicial relief. By contrast, the method of using foreign advanced experience in legislation and patterns to perfect our books right system. The author first defines the meaning of shareholder's right of books, the shareholder's right of books is right under the concept of the shareholder of the accounting books and records. The property right of shareholders' books of shareholders' rights, alone, with the inherent right of right beneficial rights procedural rights. Instrumental The shareholder's right of books is theoretical basis and the right of management separation, the ownership of the big shareholders and the minority shareholder interests balance beforehand, supervision and cost-effective theory. Through the analysis of foreign shareholder's right of books, the author thinks that, despite the system of limited liability companies and joint stock limited company organization characteristics have very big difference, but should give the shareholder books. In the exercise of the right of shareholders' books, regardless of type, the company is subjective factor should have proper purposes. Objective requirement is only applicable to Co., ltd., for fei joint-stock company shareholder need continuous holding a year, the listed company's shareholder requirement for 180 days alone or combined holding company more than one percent of the shares may exercise.Shareholder's right of books in the judicial relief program and divided into entity. Physical aspects of malicious refused to criminal punishment for personal responsibility and the company. Procedures applicable to urge program contains special programs and simple procedure; Cut short the limitation of action for six months or a year;The defendant body for the company and malicious management; Books can apply for preservation;Company shareholder and burden for most lawsuit by the court ordered the company executive at the appointed place specified reasonable time, provide books and statements to the shareholder, the court may witness.