The shareholder's right to know is an inherent right granted by the law to the shareholders of a company, which helps the shareholders who are not directly involved in the management of the company to understand the company's operating conditions. At the same time, fully understanding the company's operating conditions is also the premise and basis for shareholders to exercise decision-making rights, dividend rights and other rights. This paper focuses on the object of shareholder's right to know to guide enterprises to prevent the risk of disputes.

I. Scope of legal object of shareholders' right to know

    Article 3 of the Company Law and Article 97 of the Company Law stipulate the general principles of the exercise of the shareholders' right to know and the scope of the object, that is, the shareholders have the right to consult and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the board of directors' meeting, the resolutions of the board of supervisors' meeting and the financial and accounting reports. A shareholder may request in writing to consult the accounting books of the company (if the company has reasonable grounds to believe that the shareholder's inspection of the accounting books has improper purposes and may harm the legitimate interests of the company, it may refuse to provide such access). In addition, according to the provisions of Article 20 of the Accounting Law and Article 7 of the Regulations on Enterprise Financial Accounting Reports, financial accounting reports include accounting statements (balance sheet, income statement, cash flow statement and related schedules), notes to accounting statements, and financial statements. According to the provisions of Article 15 of the Accounting Act, accounting books include general ledger, detailed ledger, journal and other auxiliary books.

2.Whether the shareholders have the right to know the accounting documents

    Article 33 of the Company Law stipulates the scope of the object of the shareholders' right to know in a limited liability company by way of examples, especially the "accounting books" in paragraph 2 of the article is the key information for small and medium shareholders to understand the company's operating conditions. Compared with accounting books, accounting vouchers point more to the company's trade secrets because they originally record the company's operating data, customer information and financial data, and the balance between shareholder rights and company rights is more prominent. Due to public justice and related judicial interpretations, accounting vouchers are not clearly regarded as the object scope of shareholders' right to know. Therefore, in judicial practice, local courts have different understandings on whether shareholders can exercise their right to know accounting vouchers. According to the judgment cases, there are mainly three judicial viewpoints: the first judicial viewpoint holds that the current law does not provide that shareholders have no right to consult the accounting documents other than those provided by law; The second judicial view holds that although there is no explicit provision in the law, accounting vouchers are an important basis for preparing accounting books, so the scope of "accounting books" should be expanded to understand; The third judicial view holds that the shareholders' right to know the accounting documents should not be supported in principle, but if the shareholders can prove that the accounting books are incomplete, false, etc., the shareholders' access to the accounting documents is conditionally supported. At present, the third judicial view is the mainstream judgment trend.

3. Whether shareholders of a joint stock limited company can consult the accounting books

    Article 33 and Article 97 of the Company Law are independent clauses, which stipulate the object scope of the right to know of the shareholders of limited liability company and the shareholders of joint stock limited company respectively, and should be applied separately. In judicial practice, some courts do not distinguish the scope of the object of shareholders' right to know between limited liability company and joint stock limited company, and still apply Article 33 of the Company Law to support the request of shareholders of joint stock limited company to consult the accounting books; However, the prevailing judicial view has recognised the difference between the two and dismissed the shareholder's request on the basis that the accounting books are not subject to inspection under section 97 of the Companies Act.

4.Whether shareholders have the right to know information outside the scope of the law

    As mentioned above, Articles 33 and 97 of the Company Law define the scope of the legal object of the shareholder's right to know by way of examples. In practice, in order to know more about the daily operation of the company, shareholders often put forward more information, including but not limited to accounting vouchers, transaction contracts, import and export documents, audit reports, confirmation letters, investment agreements, guarantee agreements, etc. At present, the mainstream judicial view holds that if there is no special agreement in the articles of association, it is not appropriate to expand the scope of the object of the right to know at will, that is, the information beyond the scope of the legal object of the shareholder's right to know will be difficult to get support.

     Shareholders are the owners of an enterprise, who have rights and obligations to the company. Scientific and rigorous shareholder management system is an important aspect of corporate compliance. Hillhouse Law Firm will give full play to its professional advantages and effectively help enterprises prevent relevant legal risks; We will also provide enterprises with more forms and more abundant legal service projects according to the development of the industry and the actual situation of enterprises, and guide enterprises to make scientific decisions and standardize development.