SPC Second Circuit Model Case: Inspection Rights and Underlying Vouchers

Reference Case: Han Dequan and Guan Songxue v. Shenyang Zhimei Technology Co., Ltd.

A defect in capital contribution does not automatically negate shareholder status. The scope of inspection rights should be understood in light of both the Company Law and the Accounting Law; absent a reasonable basis for refusal, a shareholder may inspect accounting books and underlying vouchers to verify the company's actual operations.

Holding

A defect in capital contribution does not automatically negate shareholder status. The scope of inspection rights should be understood in light of both the Company Law and the Accounting Law; absent a reasonable basis for refusal, a shareholder may inspect accounting books and underlying vouchers to verify the company's actual operations.

Issues

shareholder statusinspection of underlying vouchersimproper-purpose defense