试论有限责任公司股东会计账簿查阅权研究
发布时间：2019-01-07 14:36
【摘要】：随着我国资本市场逐步走向成熟,有的投资者进入有限责任公司成为中小股东,其利益往往受到来自公司大股东或公司高管人员的侵害。虽然《公司法》明确了公司是一个利益共同体,有限责任公司股东享有会计账簿查阅权以及公司对利益相关者进行保护,但对于股东行使查阅账簿权的对象范围、行使账簿查阅权的主客观要件、账簿查阅权的行使程序,具体司法救济程序,公司应当负有社会责任,以及保护利益相关者利益等问题缺乏必要的规定,在实践中不具有可操作性。目前,对于公司利益范围的认定以及如何实现各利益主体的均衡保护,仍存在分歧。传统的公司法理论认为,股东是公司的当然所有者,公司利益就是股东利益,是股东近期利益和远期利益的总和。但是随着公司法理论的发展,这一观点已受到越来越多的质疑,人们开始认识到,经营者、债权人、供应商、职工等相关者的利益也应该涵盖于公司利益的范围之内,利益相关者概念的语源及其理论的产生和发展蕴涵着深刻的社会因素。在实践中如何使股东会计账簿查阅权得到最大程度的实现和保护,公司的利益相关者为维护自己的正当权益,要求公司经营者在决策时考虑利益相关者,必然促使中小股东或利益相关者希望了解公司相应情况或要求参与公司的治理。为保障他们的利益,并为国家鼓励投资,筹集资金,需要建立与完善有关中小股东利益保护的制度。结合我国独特的资本结构与市场环境,完善公司内部监督机制,外部监事制度与小股东的事后救济措施,并且完善民主监督与管理,完善公司治理结构,。现阶段,我国应构建符合我国国情的利益相关者保护机制和会计账簿查阅权机制,本文将从有限责任公司与股东的关系上做理论探讨,以求更好地实现股东行使会计账簿查阅权以及保护中小股东利益。并就此提出一些粗浅的看法、依据和操作建议,希望建立完善的现代公司治理结构,是预防、减少有限责任公司违法违规行为和侵害股东利益的关键。 本文主要采取文献收集整理和法律释义和解释方法进行研究,立足于会计账簿查阅权制度的理论基础,在借鉴国外立法和本国立法经验的基础上,分析我国现行会计账簿查阅权法律制度,并为今后修改和完善提出建议。第一部分主要介绍有限责任公司股东会计账簿查阅权概念、特点、意义以及美国、日本等各国对股东账簿查阅权的规定。第二部分主要介绍股东账簿查阅权的正当目的认定及举证责任,如何理解正当目的与不正当目的的内函及举证责任分配原则。第三部分主要介绍股东帐簿查阅权的种类、范围、程序及期限。第四部分主要介绍股东账簿查阅权的法律救济,即公司拒绝股东行使会计账簿查阅的救济方法、并建立简便的诉讼程序等。
[Abstract]:With the maturity of the capital market in our country, some investors have entered the limited liability company to become minority shareholders, whose interests are often infringed by the large shareholders of the company or the executives of the company. Although the Company Law makes it clear that the company is a community of interests, the shareholders of a limited liability company enjoy the right to inspect the accounting books and the company protects the stakeholders, the scope of the object to which the shareholders exercise the right to inspect the books of accounts, The subjective and objective requirements for exercising the right to inspect books of account, the procedure for exercising the right of checking account books, the specific procedures for judicial relief, the social responsibility of the company and the protection of the interests of the stakeholders, etc., are lacking in the necessary provisions. It is not operable in practice. At present, there are still differences on how to identify the scope of the interests of the company and how to realize the balanced protection of the main interests. The traditional company law theory holds that the shareholders are the natural owners of the company and the interests of the company are the interests of the shareholders and the sum of the immediate interests and the forward interests of the shareholders. However, with the development of company law theory, this view has been questioned more and more. People began to realize that the interests of operators, creditors, suppliers, workers and other related persons should also be covered in the scope of the interests of the company. The etymology of stakeholder concept and its theory contain profound social factors. In practice, how to realize and protect the right to consult the accounting books of shareholders to the greatest extent? in order to safeguard their legitimate rights and interests, the stakeholders of the company require the company operators to consider the stakeholders when making decisions. It is necessary to urge minority shareholders or stakeholders to know about the company or to participate in corporate governance. In order to protect their interests, encourage investment and raise funds for the state, it is necessary to establish and perfect the system of protecting the interests of minority shareholders. Combining with the unique capital structure and market environment of our country, we should perfect the internal supervision mechanism, the external supervisor system and the relief measures of the minority shareholders, and perfect the democratic supervision and management, perfect the corporate governance structure. At the present stage, we should construct the protection mechanism of stakeholders and the mechanism of checking accounting books in accordance with the situation of our country. This paper will make a theoretical discussion on the relationship between limited liability companies and shareholders. In order to achieve better shareholders to exercise the right to check accounting books and to protect the interests of minority shareholders. It is the key to prevent and reduce the illegal behavior of limited liability company and infringing the interests of shareholders by putting forward some superficial views, bases and operational suggestions, and hoping to establish a perfect modern corporate governance structure, which is the key to prevent and reduce the illegal behavior of limited liability companies and infringe on the interests of shareholders. This paper mainly adopts the methods of literature collection, legal interpretation and interpretation, based on the theoretical basis of the system of consulting right of accounting books, and on the basis of drawing lessons from foreign legislation and domestic legislative experience. This paper analyzes the current legal system of the right to consult accounting books in China, and puts forward some suggestions for future revision and improvement. The first part mainly introduces the concept, characteristics and significance of the right to inspect the accounting books of the shareholders of limited liability companies, as well as the provisions of the right to inspect the books of shareholders in the United States, Japan and other countries. The second part mainly introduces the identification of the proper purpose and the burden of proof of the shareholder's right to inspect the books of account, how to understand the inner letter of the legitimate purpose and the improper purpose and the principle of the distribution of the burden of proof. The third part mainly introduces the kind, scope, procedure and time limit of shareholders'right of checking account books. The fourth part mainly introduces the legal relief of shareholders' right of checking account books, that is, the relief method of refusing shareholders to exercise the right of consulting accounting books, and establishing a simple lawsuit procedure, etc.
【学位授予单位】：中央民族大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
本文编号：2403776
[Abstract]:With the maturity of the capital market in our country, some investors have entered the limited liability company to become minority shareholders, whose interests are often infringed by the large shareholders of the company or the executives of the company. Although the Company Law makes it clear that the company is a community of interests, the shareholders of a limited liability company enjoy the right to inspect the accounting books and the company protects the stakeholders, the scope of the object to which the shareholders exercise the right to inspect the books of accounts, The subjective and objective requirements for exercising the right to inspect books of account, the procedure for exercising the right of checking account books, the specific procedures for judicial relief, the social responsibility of the company and the protection of the interests of the stakeholders, etc., are lacking in the necessary provisions. It is not operable in practice. At present, there are still differences on how to identify the scope of the interests of the company and how to realize the balanced protection of the main interests. The traditional company law theory holds that the shareholders are the natural owners of the company and the interests of the company are the interests of the shareholders and the sum of the immediate interests and the forward interests of the shareholders. However, with the development of company law theory, this view has been questioned more and more. People began to realize that the interests of operators, creditors, suppliers, workers and other related persons should also be covered in the scope of the interests of the company. The etymology of stakeholder concept and its theory contain profound social factors. In practice, how to realize and protect the right to consult the accounting books of shareholders to the greatest extent? in order to safeguard their legitimate rights and interests, the stakeholders of the company require the company operators to consider the stakeholders when making decisions. It is necessary to urge minority shareholders or stakeholders to know about the company or to participate in corporate governance. In order to protect their interests, encourage investment and raise funds for the state, it is necessary to establish and perfect the system of protecting the interests of minority shareholders. Combining with the unique capital structure and market environment of our country, we should perfect the internal supervision mechanism, the external supervisor system and the relief measures of the minority shareholders, and perfect the democratic supervision and management, perfect the corporate governance structure. At the present stage, we should construct the protection mechanism of stakeholders and the mechanism of checking accounting books in accordance with the situation of our country. This paper will make a theoretical discussion on the relationship between limited liability companies and shareholders. In order to achieve better shareholders to exercise the right to check accounting books and to protect the interests of minority shareholders. It is the key to prevent and reduce the illegal behavior of limited liability company and infringing the interests of shareholders by putting forward some superficial views, bases and operational suggestions, and hoping to establish a perfect modern corporate governance structure, which is the key to prevent and reduce the illegal behavior of limited liability companies and infringe on the interests of shareholders. This paper mainly adopts the methods of literature collection, legal interpretation and interpretation, based on the theoretical basis of the system of consulting right of accounting books, and on the basis of drawing lessons from foreign legislation and domestic legislative experience. This paper analyzes the current legal system of the right to consult accounting books in China, and puts forward some suggestions for future revision and improvement. The first part mainly introduces the concept, characteristics and significance of the right to inspect the accounting books of the shareholders of limited liability companies, as well as the provisions of the right to inspect the books of shareholders in the United States, Japan and other countries. The second part mainly introduces the identification of the proper purpose and the burden of proof of the shareholder's right to inspect the books of account, how to understand the inner letter of the legitimate purpose and the improper purpose and the principle of the distribution of the burden of proof. The third part mainly introduces the kind, scope, procedure and time limit of shareholders'right of checking account books. The fourth part mainly introduces the legal relief of shareholders' right of checking account books, that is, the relief method of refusing shareholders to exercise the right of consulting accounting books, and establishing a simple lawsuit procedure, etc.
【学位授予单位】：中央民族大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
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