Research On The Inspection Right Of The Shareholders Of Limited Liability Company

The separation of ownership and management is an outstanding characteristic ofmodern corporate system. In reality, most shareholders, especially minorityshareholders, do not manage the corporation, so they are in an inferior position toknow the information of corporation management. Therefore, the law endows themthe right to know to secure their supervision on corporate management. Shareholderinspection right is a significant right in the collective concept of shareholder havingthe right to know. The revision of company law in China in2005provides theshareholders of limited liability company, more right to supervise and to know, but injudicial practice, there are many disputes over the system of shareholder inspectionright because of some fuzziness and generalisation of certain regulations,development of modern corporation and arising consciousness of rights safeguarding.Through dialectical analysis, analysis and comparison and synthesis of somecontroversial theories and practices in disputes of shareholder inspection right, thispaper evaluates and analysis some controversial problems in shareholder inspectionright of limited liability company in China and gives responses so as to makecontribution to the perfection of system of shareholder inspection right.The body is divided into four parts.Part one is a general overview of shareholder inspection system. Firstly, illustratethe relationship between the shareholder’s right to inspect and to know by listing,comparison and analysis of view points of some scholars. Secondly, according torelative theories and current laws, elaborate the connotation, nature and meaning ofshareholder inspection right to represent the importance and value of shareholderinspection right system. In the end, summarize some typical disputes in both theoryand practice so as to lay a foundation for the latter detailed discourse.Part two focuses on whether the four kinds of special shareholders have the rightof subject to inspect. Conduct theoretical and practical analysis on shareholders whohave transferred all ownership, dormant shareholder, nominal shareholder,shareholders who have defects in his contribution, and indirect shareholder, and draw relatively different conclusions.Part three mainly focuses on elaborating how to define and divide the scope ofobjectives on shareholder inspection right. By different classification of the object ofinspection right, the relationship among accounting reports, records and documents,and doing dialectical analysis of relative positive and negative opinions, theconclusion that accounting documents should belong to the object of inspection rightwas achieved. In the end, considering the balance of shareholder and companyinterests, redefines the scope of objective of shareholder inspection right in limitedliability company in China.Part four is the problem of legal regulation of a shareholder inspecting. Thispaper elaborates the problem of legal regulation in terms of pre-procedures ofinspection, the purpose of inspection is just or not, the distribution of burden of proof,and the manner, time,place, expense burden, limitation of actions of use the right toinspect.