The shareholder's right to know, as the name implies, the subject exercising the right must have the company's shareholder qualification. Then, how does the people's court determine the qualification of shareholders when reviewing the lawsuit? Article 32 of the Company Law provides: "A limited liability company shall maintain a register of shareholders, and the shareholders recorded in the register of shareholders may claim to exercise the rights of shareholders in accordance with the register of shareholders." The company shall register the names of shareholders with the company registration authority; Where there is a change in the registered item, the change shall be registered. Without registration or alteration of registration, no one may confront any third party." Article 7 (2) of the Fourth Interpretation of the Company Law provides that: "If the company has evidence to prove that the plaintiff mentioned in the preceding paragraph is not qualified as a shareholder of the company at the time of filing a lawsuit, the people's court shall reject the lawsuit." Therefore, shareholders should submit shareholder identification documents when filing a shareholder's right to know lawsuit, which not only include the company's external registration information, but also include the shareholder register, investment certificate and other internal documents that can prove the identity of shareholders.

According to the basic principle of the company law, the limited liability of the shareholder comes from its contribution to the company, that is, the shareholder should pay the subscription amount stipulated in the company's articles of association in full and on time, otherwise it will constitute defective contribution. In judicial practice, defective capital contribution mainly includes three situations: non-capital contribution, non-full capital contribution and withdrawal of capital contribution. In the case of defective capital contribution, Article 34 of the Company Law stipulates that shareholders shall receive dividends and subscribe capital contribution in accordance with the proportion of paid-in capital contribution; At the same time, Article 16 of the Third Interpretation of the Company Law also recognizes that "the company shall make reasonable restrictions on the rights of shareholders such as the right to claim for profit distribution, the right to subscribe for new shares and the right to claim for the distribution of residual property in accordance with the articles of association or the resolution of the shareholders' meeting", thus providing a legal basis for reasonable restrictions on the rights of shareholders with defective investment. However, Article 16 of the Third Interpretation of the Company Law does not list the shareholders' right to know, which results in different judgments on whether defective investment shareholders enjoy the right to know in judicial practice.

The first view is that if the shareholder does not fulfill the contribution, does not fully fulfill the contribution, and withdraws the contribution, its shareholder qualification is uncertain, so it cannot exercise the shareholder's right to know. The second viewpoint holds that the shareholder's right to know is the shareholder's inherent right and co-interest right, and is the basis for exercising other shareholders' rights, so it is not appropriate to deny the shareholder's right to know on the grounds of the shareholder's investment defect. According to the judicial adjudication cases in the past three years, the second view is the mainstream view of current judicial practice, that is, before the company removes the shareholder with defective investment without legal procedures, the shareholder's right to know should not be restricted by defective investment, for the following reasons:

First, Article 33 of the Company Law does not make any restrictive provisions on the right to know of shareholders with defective investment, so shareholders with defective investment still have the qualification of shareholders before the shareholders' meeting makes a resolution to remove the name. Second, according to the provisions of Article 16 of the Third Interpretation of the Company Law, if a shareholder fails to fulfill his obligation to contribute capital, the company may reasonably restrict his right to claim for profit distribution, the right to subscribe for new shares and the right to claim for residual property distribution in accordance with the articles of association or the resolution of the shareholders' meeting, and the right to know is not included in the above restrictions. Third, according to the provisions of Article 16 of the third Interpretation of the Company Law, the shareholder rights that the company can restrict the shareholders with defective investment mainly refer to the right to claim profit distribution, the right to preemption of new shares, the right to claim the distribution of residual property and other rights with the direct purpose of property interests. The shareholders' right to know is not directly derived from the company's operating income, and the exercise of their rights is not determined by the proportion of capital contribution. As the most fundamental right of shareholders, their right to know should not be deprived in principle before they are deprived of their shareholder qualification through legal procedures.

According to Article 24 of Interpretation III of the Company Law, the equity holding relationship refers to the contract between the actual investor and the nominal investor of a limited liability company, which stipulates that the actual investor makes capital contribution and enjoys investment rights and interests, and the nominal investor is the nominal shareholder. An unnamed shareholder is an investor whose actual contribution is not recorded in the register of Shareholders or registered with an external company. Although the third interpretation of the Company Law recognizes the internal legal relationship between the hidden shareholders and the named shareholders, it does not directly recognize that the hidden shareholders directly enjoy the rights of shareholders in the company.

As a general principle, a hidden shareholder cannot directly exercise the shareholder's right to know the company, and its right still needs to be exercised indirectly through a named shareholder. However, in combination with relevant judicial cases, if the following matters are proved at the same time when the anonymous shareholder claims his rights, the court may support his right to know request: 1. The Company and other shareholders recognize the identity of a dormant shareholder; 2. The unknown shareholder has exercised the rights of shareholders; 3. The exercise of the rights of the dormant shareholders is legitimate.

It is generally believed that the legal subject should have the shareholder qualification when litigating the shareholder's right to know. For shareholders who have withdrawn shares from the company or have transferred equity, in principle, they no longer enjoy the right to know. In the implementation of the fourth interpretation of the Company Law, most local courts ruled that the withdrawal shareholder/transfer shareholder did not have the shareholder qualification and rejected the lawsuit. However, considering the protection of the legitimate rights and interests of the withdrawing shareholders/transferring shareholders during the holding period, Article 7 of the Company Law Interpretation IV adds the limited right of action of the withdrawing shareholders/transferring shareholders, that is, "If the company has evidence to prove that the plaintiff specified in the preceding paragraph does not have the qualification of the company's shareholders at the time of the lawsuit, the people's court shall reject the lawsuit." However, the plaintiff has prima facie evidence that its legitimate rights and interests have been harmed during the period of shareholding, except for requests to consult or copy the specific documents and materials of the company during the period of shareholding in accordance with the law."

According to the above provisions, in order to exercise the shareholder's right to know, the withdrawing shareholder/transferring shareholder shall meet the following requirements: In the degree of proof, the withdrawing shareholder/transferring shareholder's proof shall reach the level of preliminary proof, which is preliminarily reflected in that the withdrawing shareholder/transferring shareholder does not need to fully prove the damage of legitimate rights and interests, but only needs to prove the possibility of legal rights and interests damage, which can cause the court to have reasonable doubts; In terms of proof, although the provisions stipulate legitimate rights and interests, in judicial practice, the court generally believes that the rights and interests are not all shareholders' rights, but should be directed to property rights affecting their profit distribution or residual asset distribution. If they only affect the voting rights and decision-making rights of the shares during the holding period, they may still be unable to exercise the right to know specific materials.

Newly joined shareholders mainly refer to those who have entered the company after the establishment of the company by means of capital increase, share expansion or equity transfer. However, in practice, because the new shareholders and the original shareholders have not been fully run in, the original shareholders may refuse the new shareholders to access the information before they joined the company, resulting in disputes. At present, the mainstream judicial view is that new shareholders have the right to know the information before joining the company, for the following reasons:

First, the current laws and judicial interpretations on the shareholders' right to know do not limit the scope of the new shareholders' right to know. Shareholders' right to know is the inherent legal right of company shareholders. Once they become shareholders, they enjoy this right and are not limited by the time they become shareholders. Second, the company's operation and development is a dynamic, overall continuity of the process, the company's current situation can not be completely disconnected from the previous operation. If the new shareholders do not have the right to know and master the company's operating status and financial information before they become shareholders, they will certainly be unable to obtain comprehensive information about the company's operation, thus undermining the institutional value of shareholders' right to know.

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.