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The shareholder must return to the company the principal and interest of the withdrawn capital contribution; where loss is caused to the company, it shall bear compensation liability; when pursued by creditors, it shall bear supplementary compensation liability for the unsatisfied portion of the company’s debts within the scope of the principal and interest withdrawn; other shareholders, directors, supervisors, senior…

The defendant is the company, and the other shareholders participate in the proceedings as third parties. This differs from ordinary shareholder disputes, where a shareholder is the defendant.

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…

Articles 1062 and 1063 of the PRC Civil Code distinguish the scope of marital property from that of separate property: ‘investment income’ belongs to the marital estate, while ‘premarital property’ belongs to the individual. The distinction between ‘natural appreciation’ and ‘active appreciation’ is a refined judicial interpretation of the concept of ‘investment income’ in practice—derived from the adjudicative views of…

Generally, no. What the spouse receives is the property value of the equity (a cash buyout), not the shareholder status. Only where the parties reach agreement and the other shareholders consent (waiving their right of first refusal) may a change of registration make the spouse a shareholder. Source article: ‘The Company Founded Before Marriage: Why Is Half of the Post-Marital…

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 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?…

As a general rule it is valid, but nominee arrangements that violate mandatory validity-control provisions are void—for example, nominee shareholding by a person prohibited from engaging in business (such as a civil servant), nominee shareholding by a foreign investor to circumvent market-access restrictions, or nominee holding of listed-company shares (expressly prohibited under Article 140 of the newly revised Company Law).…

Not necessarily. The fact that the other shareholders knew of the nominee shareholding relationship and raised no objection is an important factor supporting the actual investor’s registration as a shareholder of record, but the condition under Article 24 of Judicial Interpretation III of the Company Law — that “more than half of the other shareholders of the company consent” —…