A Research On The Right Of Shareholder Inspection On Accounting Books In Limited Liability Company

The article33of Chinese Company Law ruled that the Limited Liability Companyshareholders has the right to consult the accounting books of the company, but the rulesare too simple and narrow, which did not rule the specific provisions of the qualificationof shareholders’ inspection, the limitations of inspection’s legitimate purpose, thereasonable interpretation of specific scope of inspection about the accounting books ofthe shareholder and the law responsibility in violation of the relevant provisions of thecompany law article33. It raised many scholars discussing on the academic circlesabout the Company Law article33. It leads to a conduct a study of the specificprovisions about shareholder consulting the accounting books of Co. LTD in theAnglo-American law system and in the continental law system to analyze the history,the legislative purpose and legal theory and to analyze the formative theory in ourtheoretical cycle with combining the existing problems of shareholders’ inspection righton the account book in judicial practice. Besides, it needs to build a framework ofshareholders’ inspection right in our country by integrating and comparing thosetheories.The right of the books of the Limited Liability Company shareholder to consult theresearch content is mainly divided into four parts:In the first part, it summarizes the right of shareholder inspection on accountingbooks in Limited Liability Company, including the concept and nature of the right. Theconcept of right is mainly to analyze all the main viewpoints of scholars which are listedin their academic circles. It is to define the nature of the shareholders inspection right onthe account book to discuss the specific content of rights and to study and comparespecific provisions of the inspection system on account book of the company inAnglo-American Law System and Continental Law System. Especially it is to conductthe representative study about the subject, suppose and scope of inspection of theshareholders’ inspection right on the account book system in the United States andJapan and to conduct a judicial discussion to the inspection of the shareholders’inspection right.In the second part, it is mainly conducting a study on the reasonable structure ofthe subject on shareholders’ inspection right on the account book. With the differentopinion about right as principal on the shareholders’ inspection right on the accountbook of the Limited Liability Company in academic cycles, firstly, the paper discusses whether the company is limiting the right as principal on the shareholders’ inspectionright on the account book with the shareholding ratio and the integrity and summarizethe specific circumstance of the body of exertion on inspection right in judicial practice.Then, it introduces the legislation background and deeply analyzes the circumstance ofshareholder of right to know about lawsuit, the right of access to the books of thecorporation system of set purpose, shareholders’ right to consult the legal basis of thebooks of the shareholders and the principle of equality and so on. Besides, it interpretsthe limitation about the integrity on inspection right of body of inspection with the goodfaith of the importance and the principle of good faith in the perspective of Civil LawSystem. Secondly, this paper discusses the divergence of whether the special statusgroup has the qualification about body of inspection right in practice. Thirdly, it offersthe legislative proposals about the inspection body of shareholders’ inspection right onthe account book basing on the judicial practice and theoretical research.In the third part, this paper discusses the legitimacy theory of the inspectionpurpose on shareholders’ inspection right on the account book. Firstly, it analyzes theinspection purpose of the shareholders’ inspection right on the account book. Then, itanalyzes the theoretical research d about the proper purpose and improper purpose inacademic cycles and the theoretical background referring to legitimate purpose oflegislation in Anglo-American Law System and Continental Law System, especially thelaw-making stipulation of legitimate purpose in Anglo-American Law and JapaneseLaw. Secondly, it offers the judicial criteria of proper purpose about the inspection ofshareholders’ right in inspecting the books of the corporation, such as legality,corporeality and relevance. Thirdly, this paper offers the reasonable legislativeproposals with above the problems and conducts an argument about the legislationpattern choice of legitimate purpose of the Company Law combining with ownlocal resource.In the fourth part, it discusses the scope hierarchy on inspection of shareholders’inspection right on the account book. First of all, it summarizes the specificcircumstance of the inspection scope this right in the judicial adjudication, especiallythe analysis and statistics of it to find that is whether including the accounting documentor not with combining with main ideas of scholars to analyze. Secondly, the thesis raisesthe hierarchy of the shareholders’ right in consulting the books of the corporation andpoint out that the accounting document should belong to third hierarchy of theshareholder’ right to know. Finally, legislative suggestions on the inspection scope of shareholders’ right in inspecting the books are raised. In the ending part, to summarizeand analyze the whole thesis are conducted. Moreover, the paper offers the specificstructure of the shareholders’ right in consulting the books of Limited LiabilityCompany. At the ending, it points out the innovation and the weakness of thispaper, which is using to refer.In research process about the legislation of shareholders’ right in consulting thebooks of corporation, the research methods are including comparative analysis,empirical analysis and economic analysis, etc. What’s more, it conducts a statistics onjudicial documents on related shareholder’s right to know in the process of research incourt in recent years. In researching the legislation of the shareholder’ right oninspection in our country, the paper uses the comparative analysis to make an analysisof difference and relative merits between the foreign legislation and domestic legislationto offer the foreign legislative experience in following aspects: the inspecting body ofshareholders’ right in inspecting the books, the inspecting purpose of it and theinspecting scope of it. With discussing the disorder guidance of inspecting system injudicial practice in our country, it adopts the empirical analysis method and lists manydifferences of opinion court in the trial. Finally it concludes that the ambivalent legaljudgment that is a same case has different judgment. To illustrate no needing to make alimitation on the right as principal of inspection in shareholder ratio aspect, it adopts themethod of mathematical statistics and makes a statistics of shareholder ratio inapplying inspecting.