The Study On The Limitation Of The Proper Purpose Of The Right To Check The Account Books Of The Limited Liability Company

In a limited liability company,the shareholder’s right to check the account books is one of its important rights.Article 33 of my country’s "Company Law" stipulates that shareholders shall have the right to inspect the books of accounts.At the same time,it also stipulates that if the company can prove that the purpose of the shareholder’s inspection is improper,it may defend against this.In addition,Article 8 of The Fourth Interpretation of The Company Law of China lists three situations that can be considered as "improper purposes" and the provision for the bottom,which to some extent enhances the applicability of the law.However,although the above-mentioned two clauses have made certain norms on the restriction of the legitimate purpose of the right of access,their provisions are not perfect enough.On the one hand,the law does not define the connotation of "legitimate purpose",and the concept of what constitutes legitimate purpose is still unclear.On the other hand,article 8 of Interpretation of The Company Law on "improper purpose" is not reasonable enough,including the unclear standard of "substantive competition relationship",the low operability of the possibility of damage clause,and the lack of basis for the presumption of wrongfulness due to shareholders’ past behaviors.In order to avoid shareholders’ abuse of the right of inspection,restrictions should be set on the exercise of their rights.If shareholders are allowed to exercise the right of access unlimitedly,it is likely that the normal operation of the company will be affected due to the high cost.Moreover,for the company,it is impossible to exclude the situation that the malicious shareholders consult the account books for the purpose of obtaining the internal information and trade secrets of the company,so as to use the information to harm the legitimate interests of the company.Therefore,it is reasonable to forbid shareholders to abuse the right of checking books and impose certain requirements on the exercise of the right of checking books.In terms of the legislative model outside the region,the referential experience includes the generalized legislation of "legitimate purpose" in the United States and the enumerated legislation of "illegitimate purpose" in Japan.Under the current judicial framework of Our country,it is not suitable to apply these two legislative models,but we need to study them according to the actual situation of our country’s judiciary under the premise of reference.From the perspective of judicial practice,this paper summarizes 100 cases of disputes over shareholders’ right of access to online cases of judgment documents in China,analyzes them in a typed way,and summarizes the thinking of similar cases decided by different courts.It is generally divided into three parts: shareholders’ right of exercise,company’s defense and court’s judgment.At the same time,based on the study of statistics,the abstract identification of "legitimate purpose" and the specific identification criteria of "illegitimate purpose" are discussed,and the content of the limitation of legitimate purpose is filled with value.Through the typified analysis of the case,the legislative suggestions put forward in this article:(i)to adopt both the generalized provision of the legitimate purpose and the enumeration provision of the illegitimate purpose;(ii)To clarify the logic of evidence for judicial judgment,that is,the shareholders shall bear the minimum "purpose" explanation responsibility first,and then the company shall bear the subsequent burden of proof for "improper purpose".Finally,the shareholders can defend the company on the grounds of "legitimate purpose";(iii)Shareholders with multiple purposes to adopt the principle of limited exercise.To sum up,this paper believes that the exercise of shareholders’ inspection right is not unlimited.When the purpose of shareholders’ inspection is not correct,it should be the due meaning of the Company Law to restrict their right.The court should also coordinate the interests between the shareholders and the company from the perspective of interest balance,and examine the subjective aspects of the shareholders in combination with the generalized provisions of just purpose and the enumerated provisions of unjust purpose,in order to make a more complete construction of the system of access right.