Study On The Legal Problems Of The Limited Liability Company Shareholders Account Book Review Right

The inspection right of the accounting books which is one of the shareholder's rights to know,has a very important position in the rights of shareholders in the company.Minority stockholders who do not participate in actual operations and management can't understand the true operating conditions of the company,because modern companies adopt a governance model in which ownership and management rights are separated.Shareholders do not know whether their investment interests and shareholders' interests are infringed by the company.The inspection right of the accounting books provides a good way for shareholders those who want to know the company's business information and financial information.The inspection right of the accounting books is stipulated in the thirty-third principles and second provisions of the company law of the People's Republic of China.The shareholders of limited liability companies have the right to check accounting books.Shareholders have encountered many difficulties in exercising the right because of the too simple stipulation.There are no specific provisions about the qualification,scope of access,way of exercising right and relief of rights of the accounting books.Different views have been formed for the academic and practical circles of the problem in this case.The Supreme People's Court on Several Issues concerning the application of the provisions of the "People's Republic of China" company law "(four)"has formally implemented in September 2017.The acts unify the relevant issues and solve the exercise of the rights in the judicial practice because there is no uniform standard judgment caused by different codefendant problems.However,the judicial interpretation did not completely answer the focus questions since the implementation of the accounting book access right,and some questions about the subject qualification and the scope of reference were still left behind.This paper summarizes the methods and the data analysis and case analysis of the mainstream view and the theory of the academic circles put in practice for the existence of differences of regulations according to the law and judicial interpretations put forward their own proposals,hoping to build a more perfect accounting books right framework,provide a more robust for the protection of shareholders and the company.The first thing that this article should explain is the main body about the right of account book reference.The "company law" stipulates that the shareholders of a limited liability company have rights to consult the account book and the subject of the exercise of the right should have the identity of the shareholders.This paper has great controversy in the academic and practical circles,defective shareholders anonymous shareholders,shareholders of the parent company shareholders and other special types of analysis and judgment.The next step is to consult the accounting books.As the legal provisions are too simple,shareholders have disputes over the scope of their access to the accounting books.The main contention is whether the review of the accounting books on the spatial scope includes the original accounting documents,the new company shareholders are included in the time horizon to check the accounting of their joining companies,whether or not,the books of account are valid.The paper put forward reasonable suggestions for the improvement of the issues in the future through the analysis of these issues.After clarifying the above issues,it is necessary to analyze the way of exercising the rights to review accounting books.In the practical application of this right,there are different viewpoints as to whether the shareholders can exercise their rights or whether they can exercise their rights by entrusting an agent.From the perspective of the company,the company does not want to disclose the company's information and secret,the company hopes that the shareholders themselves exercise this right.From the perspective of shareholders,shareholders may not possess professional financial knowledge themselves.By entrusting professional agents to conduct inspections on their behalf,they can better exercise this right.After the "Company Law Interpretation(four)" is issued,the issue will be solved.Uniform provisions,through data analysis to determine whether the provision complies with trial realities and the needs of public opinion.The last thing to be explained is the question of the right remedy for the right to review accounting books.There are the procedures to exercise the rights of shareholders.Firstly,pre-approval procedures is the only way which must be passed of shareholders to exercise the right to consult the account book.Also it's the premise for shareholders to file a lawsuit book review right before the court.Secondly,shareholders should explain the purpose of his inspection and submit an application to the company in advance.Only if he has a legitimate purpose can he consult it.Before the "Company Law Interpretation(four)" was issued,there was no corresponding explanation for the legitimate purpose and the court did not have a uniform standard.Therefore,there have been many different viewpoints.The"Company Law Interpretation(four)" has answered this question,enumerated the specific situations of improper purposes,and provided clear direction for judicial practice;finally,the division of burden of proof is different.The stage of burden of proof is divided into different subjects.This model can make the exercise of accounting book reference rights better.