Study On The Difficult Problems Of Shareholders Right To Inspect Accounting Books In LLC

The right to inspect accounting books is the important part of shareholders’right to information and it’s also an element of non-property rights of shareholdersoften overlooked but critical. With this right, shareholders able to access thecompany’s accounting books, then grasp the company’s financial information, whichis the important part of the management of information, thus determine whether theireconomic interests have been violated. The economic interests of minoritystockholders whose voting rights is not dominant tend to suffer great damage to thecompany’s controlling shareholder, so this right is particularly important that thecompany’s operation and management can be oversight by the exercise of this rightmore effective, as much as possible to prevent major shareholder erode their owninterests. In the current legislation in our country, although the guide around the localhigh court judge’s opinion and the Supreme Court is also preparing a new judicialinterpretation, formal legal provisions on the right to access the accounting booksfound only in "People’s Republic of China Company Law"(hereinafter referred to asthe "Company Law"), the second paragraph of Article33, which is totally inadequateto meet the needs of current practice and trial and commercial practices. At the sametime, scholars do not form a coherent point of view, controversy still exists. In thehope to improve basic accounting books right on the final inspection to establish asocialist market economy in line with our people need to check the system, makingthe protection of shareholders and to oversee the company has a morecomprehensive legal protection, the author are trying to put forward my ownlegislative proposals by studying typical cases to comment China’s relevant laws andregulations and introducing and analyzing the foreign inspection system inconjunction with the law of our country, all of which is based on the principle ofinterest balance. This paper is divided into four parts.The first chapter analyzes the shareholders the right to review the accountingbooks of the main identity as the main content, which is made by the research articlemust first clarify the issue. Under the clear right to enjoy access to the accountingbooks in order to qualify for the shareholders based on the premise, further analysisis involved on behalf of shareholders and investors the actual inspection ofaccounting books and the exercise of the right to enjoy, as well as funding flawaffects shareholder accounting books right of inspection issue.The second chapter discusses the accounting books of the scope of the right ofinspection. First time problems, mainly analyze whether the right to review theaccounting books of the statute of limitations applies, courts around for this problemvaries view, the reason is a result of a judge is different understanding of the natureof the right; the second is the contents of the range problems, mainly analyzewhether access to the accounting documents and other accounting books other thanthe raw data itself.The third chapter studies the accounting books of the legitimate right ofinspection purpose and the burden of proof. Current legislation does not legitimatepurposes related to interpretation of the term, the judge in the trial of its too difficultto grasp, the paper attempts to summarize in this section that the purpose of theshareholders to determine whether the proper standard, on this basis analysis ofdifferent stages in the exercise of the rights of the burden of proof on how to arrangethe parties.The fourth chapter explores the accounting books commissioned by the exerciseof the right of inspection problems. Due to highly specialized accounting books andshareholders themselves may not have the relevant skills and therefore allowshareholders to entrust professionals have access to the accounting books of urgentnecessity, the law should be possible to refine the commission inspection processes,while clarifying the different responsibilities of the different parties. In this section,the author also introduces foreign examiner system, and the exercise of thecommission and to compare that person to establish a sound system of checks should be the goal of future legislation.