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…

It is very difficult but not impossible. Without a written agreement, reliance must be placed on an indirect chain of evidence to prove the nominee shareholding relationship: capital contribution records (records of the capital you remitted to the nominee), dividend records (records of dividends the nominee remitted to you), evidence of participation in management (records of your attendance at shareholders’…

Not necessarily. A minority shareholder’s dissenting vote does not prevent the resolution from being valid if it passes by more than half of the voting rights. Only the three statutory circumstances—’not formed,’ ‘void,’ or ‘voidable’—allow a court to set it aside; simply ‘I refuse to accept it’ is not a ground. Source article: Can a Shareholders’ Resolution Be Revoked? Practical…

The judicial interpretation requires the court to focus on mediation, first facilitating shareholders to negotiate for the company’s continuance through means such as the company or shareholders purchasing the shares or a capital reduction. Only if mediation fails will the court order dissolution in accordance with the law.

It cannot refuse at will. The company must prove that your inspection serves an ‘improper purpose’ and may harm the company’s interests (for example, that you operate a competing business or have previously leaked confidential information). Merely asserting ‘trade secrets’ is not a valid ground for refusal; you are only subject to a confidentiality obligation when inspecting. Source article: The…

The unpaid portion should be deducted from the assessed value, because the party acquiring the equity must continue to bear the capital contribution obligation (Article 88 of the newly revised Company Law). The cash-out should be calculated based on ‘the value corresponding to the paid-in portion,’ so as to avoid ‘receiving equity amounting to receiving debt.’ Source article: ‘The Company…

Yes. The newly revised Company Law, effective July 1, 2024, added ‘accounting vouchers’ to the scope of inspectable materials, including accounting entries and original vouchers at the most basic level, closing the loophole where only the books could be viewed but the true transactions could not be seen. Source article: The Company Never Distributes Dividends or Shows You the Books?…

You must produce evidence to prove that the nominee shareholding relationship was formed. The best evidence is a written nominee shareholding agreement; next best are the capital contribution records, dividend transfer records, evidence of participation in the company’s operation and decision-making, correspondence with the nominee concerning the nominee shareholding relationship, and the testimony of other shareholders. Where the evidence is…

Yes. The legal liability for withdrawal of capital is not discharged by an equity transfer. The company, other shareholders, or creditors may still require the shareholder to bear liability within the scope of the principal and interest withdrawn. A transferee who knew or should have known of the withdrawal may also be held liable.

A shareholder (or shareholders aggregating) holding more than ten percent (10%) of the voting rights of the company may bring the action. Note that the calculation is based on “voting rights,” and the proportion of voting rights may differ from the proportion of capital contribution by virtue of the articles of association.