May a shareholder inspect the materials of a subsidiary?
The newly revised Company Law introduces a ‘look-through inspection’ rule, permitting a shareholder to inspect and copy the relevant materials of a wholly owned subsidiary (including its articles of association, register of shareholders, meeting minutes, financial accounting reports, accounting books, and accounting vouchers, among others). A critical distinction: this rule reaches only ‘wholly owned subsidiaries’ (100% shareholding). For a majority-controlled subsidiary (e.g., 51% or 70% shareholding), the statutory inspection right does not yet extend through, and courts generally decline to uphold it. Where inspection of a majority-controlled subsidiary’s materials is genuinely necessary, consider: (1) pre-agreeing inspection rights in the subsidiary’s articles of association or a shareholders’ agreement; and (2) obtaining evidence indirectly through other legal avenues.
