Probe Into The Scope Of The Right To Consult The Accounting Books Of Limited Liability Companies

The governance model adopted by modern limited liability companies is the separation of ownership and management rights.Such a governance model allows executives who are good at operations to focus on the management and operation of the company,so that the company's interests can be maximized,and shareholders have the right to distribute the company's operating income with their shares.The problem caused by this governance model is that shareholders generally do not participate in actual operations,and the actual profit and loss of the company is not clear.Shareholders do not know whether their profit distribution rights and other shareholders 'rights are damaged.Even if the shareholder holds the management position in the company,the situation of the company cannot be fully known.Therefore,shareholders 'right to know is the basis on which shareholders' other rights can be realized.However,there are still many loopholes and gaps in the scope of the right to review the accounting books of shareholders in China,which has brought many practical problems and needs to be improved and solved urgently.How to determine the scope of the right to check the accounting books and solve the above problems is the core problem of this article.The first part of the article is composed of three subsections,which introduce the concept of the right to check the accounting books,the characteristics of the right to check the accounting books and the function of the right to check the accounting books.This chapter mainly explains the theoretical knowledge of the right to consult the accounting books,and provides a theoretical basis for determining the scope of the right to consult the accounting books below.The second part of the article introduces our country's legislative provisions and existing problems,and analyzes the problems arising from legislation and judicial practice in combination with the current Company Law and Accounting Law and other related laws.The issues are focused on: the lack of legislative provisions on the scope of access to accounting books,whether the involvement of auxiliary reviewers is related to the scope of access to accounting books and documents,the scope of access to the accounting books of special shareholders,and the scope of right to access the accounting books of shareholders for legitimate purposes influences.The third part of the article mainly studies the boundary of the scope of the right to review the accounting books.The boundary problem is the conflict between the realization of the shareholders' rights and the protection of company secrets,the conflict between the scope of the right to review the accounting books of the shareholders and the financial management of the company,and the balance between the value of individual interests and group interests.Conflicts.And put forward the three principles of balance and coordination,the principle of unity of responsibility and power and the principle of proportionality to achieve a balance of contradictions and conflicts.The fourth part of the article focuses on stipulating the scope of the right to check the accounting books of foreign domains.Starting from the classification methods of the Anglo-American legal system and the continental legal system,it introduces the relevant legislation of Britain,the United States,Germany,Japan and France.By drawing on foreign legislative examples,it provides ideas for improving the lack of China's existing legal system.The fifth part of the article is a solution to the problem of the scope of accounting books.First,under the premise that the legislation is not perfect,the judicial interpretation should include the original accounting vouchers into the scope of the accounting books;second,set up a pre-procedure for shareholders to check the information in the accounting books;finally,for special shareholders,the withdrawn shareholders can prove themselves As a shareholder,when his legal rights and interests are infringed by the company,he can check the company's accounting books during his tenure.Newly-added shareholders enjoy complete rights to check the accounting books,and hidden shareholders who become full-time shareholders can enjoy full shareholder rights.The focus of the above content is to demonstrate the rationality and necessity of incorporating original accounting documents into the accounting books through legislation in China and outside the territory.And explore the scope of the right to check the special shareholders' books.For newly-added shareholders who have complete rights to check the company's books,the withdrawn shareholders can only start the process of checking the accounting books when they can prove that their rights during the period of being shareholders,And anonymous shareholders need to jump out of the agency contract before they can directly claim the right to consult the company.In addition,the impact of legitimate purposes on the scope of access to accounting books has also been studied.The company cannot exclude all access rights simply because shareholders have an improper purpose.After excluding information related to improper purposes,Shareholders who have reasonable reasons to access relevant materials still need to provide access conditions.