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"I'm a shareholder, why won't the company let me see the books?"
This is one of the most common issues in shareholder disputes.
In practice, the following situations frequently occur: A company that is clearly operating continuously claims to have no profit each year; shareholders cannot obtain complete financial information; the person in charge only provides a simple profit and loss statement; shareholders suspect the company is transferring money to related companies; the company has large expenditures, but no contracts or vouchers can be seen; shareholders want to see bank statements, but the company refuses outright; or the company simply replies: "You are just a shareholder, you have no right to see the company's accounts."
However, legally, one cannot draw a conclusion simply by stating "I am a shareholder" or "The company refuses to show me."
The real first step is: First, confirm the company type.
Because the systems for direct supervision, document review, and inspection under company law are not entirely the same for shareholders of limited liability companies and shareholders of joint-stock companies.
If you mix the rules of different companies together from the beginning, it's easy to make the wrong demands and miss out on truly effective legal tools.
If both are involvedShareholder disputes, corporate deadlock and management control disputes,Lawyers specializing in shareholder disputes and equity controversiesThe process will first distinguish between information acquisition, meeting procedures, and exit purposes.
Do shareholders really have the "right to inspect accounts"?
Possibly.
However, the "shareholder's right to inspect accounts" is not a single right that is exactly the same for all companies, all shareholders, and all documents.
It should be divided into at least:
Category 1: Documents that shareholders can directly access in accordance with the law
For example, specific company documents, financial statements, or ledgers.
Category Two: Shareholders who fail to exercise their supervisory rights in business operations.
This is especially important in limited liability companies.
Category 3: Prosecutors appointed by the court
Instead of the shareholders personally conducting a full audit of the company's accounts, an independent inspector appointed by the court conducts the audit within the necessary scope approved by the court.
Therefore, when a company refuses to provide information, shareholders should not simply ask, "Can I access the information?"
The question should be further: What kind of shareholder am I in what company?
What type of information do I need to see?
II. Audit of Limited Liability Company Shareholders:Article 109 of the Company LawVery important
Limited liability companies are a very common type of company for small and medium-sized enterprises in Taiwan.
according toArticle 109 of the Company Law, Shareholders who do not perform business duties are entitled to exercise supervisory rights.
The exercise of its supervisory power shall be subject to the provisions of the law.Article 48 of the Company Law.
Article 48 of the Company LawThe regulations stipulate that shareholders who do not perform business operations may, at any time, inquire about the company's business operations from shareholders who perform business operations, and inspect: property documents; books; and forms.
Therefore, when a limited liability company shareholder encounters a situation where the company fails to provide information for an extended period, the first thing to do is to confirm whether they are a "non-executive shareholder".
If it meets the criteria, its legal oversight tools may be more direct than most people imagine.
Third, shareholders of a limited liability company may also engage lawyers and accountants to assist in the audit.
Article 109 of the Company LawFurthermore, it is stipulated that when a shareholder who is not performing business duties handles supervisory matters, The company must appoint a lawyer or accountant to conduct an audit.
This is important in complex shareholder cases.
Because once shareholders actually obtain the following documents: general ledger; subsidiary ledger; vouchers; balance sheet; profit and loss statement; shareholder transactions; and related-party transactions, they may not be able to determine which transactions are truly abnormal.
Sometimes, the most important thing isn't: "Whether or not I got a ton of information."
Instead: Is there anyone who can understand this information?
IV. Are there absolutely no consequences if a company refuses to allow its shareholders, who are shareholders of a limited liability company, to exercise their supervisory rights?
no.
According to the currentArticle 109 of the Company LawIf a company's representative director: circumvents, obstructs, or refuses to carry out the supervisory rights of shareholders in accordance with the law, they may be subject to administrative penalties.
However, in real disputes, shareholders should still preserve complete evidence first.
For example: written request; email; LINE; documented letter; specific information requested; reasons given by the company for refusal; records where the company only provides partial information.
Don't let the whole case be reduced to just: "I told him."
The other party replied, "He didn't ask for anything at all."
V. Can shareholders of a joint-stock company directly access all accounting books?
That's not the correct way to summarize it.
The legal structures of joint-stock limited companies and limited liability companies are different.
according toArticle 210 of the Company LawThe board of directors should keep certain company documents, such as: articles of association; minutes of previous shareholders' meetings; financial statements; shareholder register; and corporate bond stubs.
Shareholders and company creditors may request to: inspect, copy, or reproduce documents after providing proof of their interest and specifying the scope of their rights in accordance with the law.
However, this does not mean that any shareholder of a joint-stock company can, solely by virtue of their shareholder status, request unlimited access to all of the company's documents: accounting books; bank deposits; vouchers; vouchers; and the original records of every transaction.
Therefore, when shareholders of a joint-stock company really want to conduct an in-depth investigation, they usually need to make further judgments: What information can be obtained under Article 210?
Are there any other shareholder rights?
And: Whether the inspector system under Article 245 should be further utilized.
6. Therefore, when someone says "the company won't let you see the books," you must first distinguish between a limited liability company and a joint-stock company.
Limited Liability Company
Shareholders who do not perform business: Article 109 of the Company Law + Article 48 provides tools for more direct monitoring and review of accounting books.
In addition, the limited company relies onArticle 110 of the Company LawItem 3 also applies to the inspector system under Article 245, Paragraph 1.
Joint-stock company
Shareholders may access the statutory information of a specific company in accordance with Section 210.
If a more in-depth investigation is required, including: business accounts; company assets; specific transactions; related-party transactions; and internal documents, an assessment may be necessary.Article 245 of the Company LawInspector procedures.
Limited Liability Company
Article 109 of the Company Law shall be applied mutatis mutandis to Article 48.
Shareholders who do not participate in business operations may inquire about the company's business operations, inspect property documents, books, and forms, and may appoint lawyers and accountants on behalf of the company for auditing.
In addition, Article 110, Paragraph 3 applies the same system of inspectors as Article 245, Paragraph 1.
Joint-stock company
Article 210 of the Company Law
You may legally request to inspect, copy, or reproduce: the articles of association, minutes of all previous shareholders’ meetings, financial statements, shareholder register, and corporate bond stubs.
This does not mean that ordinary shareholders have unlimited access to all accounting books. When a thorough investigation is required, an inspector under Section 245 of the Companies Act should be consulted.
VII. What isArticle 245 of the Company LawThe "inspector"?
The inspector was not: The shareholder himself brought an accountant and barged into the company to search through the accounts.
No: The court sent people to search all the company's records.
according toArticle 245 of the Company LawEligible shareholders may: provide reasons; submit evidence; explain the necessity, and apply to the court to appoint an inspector.
If permitted by the court, an inspector appointed by the court may inspect, to the extent necessary, the following: company business accounts; financial status; specific matters; specific transaction documents; and specific transaction records.
This is a: A court-supervised corporate information investigation procedure.
8. What is the shareholding threshold for the person applying for inspection?
According to the currentArticle 245 of the Company LawItem 1: The shareholder application requires: Continue for more than 6 months and: Holding more than 1% of issued shares.
In addition, it is also necessary to: provide reasons; provide evidence; and explain the necessity of the inspection.
Therefore, it's not true that "holding 1% shares guarantees success."
No: "As long as the company doesn't provide the information, the court will definitely send an inspector."
Shareholders must make the court understand: Which specific matter needs to be investigated?
9. Can a limited liability company also apply for an inspector under Article 245?
It can be evaluated.
in forceArticle 110 of the Company LawItem 3 explicitly states: Article 245, Item 1, applies to limited liability companies.
Therefore, in addition to the supervisory power under Article 109, shareholders of a limited liability company may also appoint an inspector through the court if the conditions for application under Article 245 are met.
These two sets of tools should not be confused.
Article 109 focuses on: not exercising the supervisory rights of the business shareholders themselves.
Article 245 states: The court shall appoint an independent inspector to conduct an inspection within the necessary scope.
10. Why doesn't the court simply approve the prosecutor's application just because the shareholders have a falling out?
Because inspectors will be involved in the company's internal data and operations.
On the one hand, the law must protect minority shareholders, but on the other hand, it must also prevent shareholders from demanding unlimited investigations of companies simply because of power struggles, business competition, retaliation, or no specific purpose.
Therefore, the current Article 245 requires: reasons; evidence; necessity.
In practice, the truly important question is usually: What specific concerns have the shareholders raised?
What has the company already provided?
What's missing?
Why is it impossible to clarify the problem without this information?
Are the required inspection period and scope reasonable?
11. What kind of facts are most suitable for explaining the "necessity of inspection"?
For example: The company has had revenue for many years, but its financial statements consistently show abnormal results; The company refuses to provide reasonable financial explanations; Large amounts of funds flow to related companies; Directors or officers receive large amounts of consulting fees, commissions, or loans; A large number of company assets have been sold; The company frequently transacts with related companies of its officers, directors, or shareholders; Significant transactions lack reasonable business explanations; Shareholders receive contradictory financial figures; The company refuses to explain certain significant expenditures; There is a clear discrepancy between existing accounting records and actual operations.
These could all serve as a starting point for further investigation into the necessity of the investigation.
but: Suspicious ≠ proven illegal.
The purpose of requesting an investigation is precisely to further ascertain the facts.
12. Before requesting an investigation, what evidence should you preserve?
At least organize:
1. Shareholder Qualification
Company registration; proof of shareholding or capital contribution; shareholder register; shareholding period.
2. Company information is known.
Financial statements; shareholder meeting information; board of directors information; publicly disclosed or previously provided documents by the company.
3. Audit Request
Email; LINE; Evidence-based correspondence; Formal written request.
4. The company refused to record.
No reply allowed; only partial information provided; restricted access; copying prohibited.
5. Specific points of doubt
Specific transactions; unusual payments; related parties; asset sales; corporate loans; advisory fees; commissions; shareholder transactions.
6. Purpose of Inspection
Specifically, we need to investigate: which period of time; which object; which transaction; and which type of ledger.
Don't just say, "I want to check everything."
13. Can the person applying for an inspection request that all of the company's documents for the past five or ten years be examined?
It cannot be assumed that the court will definitely grant permission.
Article 245 emphasizes: Necessary scope.
Therefore, a truly effective application usually needs to specify the scope.
For example: three fiscal years; a related company; the sale of a large asset; a certain type of advisory fee; several fund transfers; a shareholder loan; transactions involving specific directors or related parties.
The more specific the scope, the easier it is for the court to understand what the petitioner wants to investigate and why such investigation is necessary.
14. Who is usually the inspector?
The inspector must be independent and possess the professional ability to handle relevant company information.
In practice, this role is commonly filled by an accountant.
The court may, on a case-by-case basis, either appoint an inspector itself, request a recommendation from the accounting association, or decide on a suitable inspector.
Therefore: Just because shareholders appoint a familiar accountant doesn't mean the court will necessarily accept the entire report.
The identity and scope of the inspection are ultimately determined by the court.
15. Can the inspector directly request the company to submit its documents?
Once the court appoints an inspector, the company has an obligation to cooperate with the inspection.
The scope of the inspection remains limited to what is approved by the court and necessary by law.
If the company: evades; obstructs; refuses an inspection, Article 245 of the Company LawThere are regulations regarding fines.
Those who evade, obstruct, or refuse again may be punished for each instance.
Therefore, once the court grants permission to select an inspector, the company cannot simply refuse outright based on reasons such as "this is a trade secret" or "the shareholders have a bad relationship with the company."
16. Will the inspector directly hand over all the company's documents to the applicant shareholders?
Don't interpret it that way.
The inspector is an independent figure appointed by the court.
His core job is to conduct inspections within the scope of the ruling and submit inspection reports to the court.
This does not mean turning the inspector into: the shareholder's private accountant.
It is not an unlimited tool for shareholders to obtain copies of all company documents through inspectors.
What really matters is: the scope of the court's ruling and the results of the inspection.
17. What happens after the inspector finishes the inspection?
according toArticle 245 of the Company LawIf the court deems it necessary after reviewing the inspector's report, it may order the inspector to convene a shareholders' meeting.
The inspection report itself may also become important information for shareholders to make subsequent judgments.
For example, consider: director liability; shareholder derivative suits; damages; corporate governance measures; shareholders' meetings; other civil proceedings; and even whether there is specific evidence that requires further assessment of criminal liability.
but: The discovery of anomalies in the investigation report does not automatically constitute a criminal offense.
Different liabilities must still be determined separately according to the legal requirements.
If there is already specific evidence of a crimeCompany executives and corporate criminal casesFurther analysis of the elements and evidence of the crime is still required.
18. How much does it cost to apply for an inspection?
There is no fixed prosecutor's fee that is the same for all cases.
Inspection costs are affected by: company size; amount of data; inspection period; transaction complexity; completeness of accounting records; and scope of inspection.
according toArticle 174 of the Non-Litigation Law, The inspector's remuneration is, in principle, borne by the company, with the specific amount to be determined by the court.
However, in practice, in order to actually initiate the inspection process, the court may, depending on the circumstances of the case, first order the shareholders to prepay a certain portion of the inspector's remuneration.
Therefore, it cannot be guaranteed that "the applicant shareholder will not need to pay any fees in advance."
In practice, the court's ruling and the scope of the inspection were still determined.
19. Can shareholders request the company to audit its accounts first, and then apply for an inspector?
Such an order of evidence is usually very valuable.
For example, you can first make a formal written request to: provide specific financial statements; review specific books; or explain specific transactions.
If a company: completely refuses; delays; provides only incomplete information; or provides contradictory information, these processes may help explain why court intervention is necessary.
However, whether a lawyer's letter must be sent before an inspector can be appointed depends on the specific circumstances of each case.
Sending a lawyer's letter first is not a legally required prerequisite for requesting an inspection.
20. Does the fact that a company is willing to provide financial statements mean that shareholders cannot request an inspector?
uncertain.
We need to see what the real controversy is.
For example, the company is willing to provide: a balance sheet; an income statement, but the real suspicious points are: a transaction involving a related company; a sale of an asset; a huge advisory fee; certain bank transactions.
Overall financial statements alone may not be sufficient to answer specific questions.
However, if the company has already provided all the relevant information, and the petitioner still requests an unlimited full inspection, the court may further examine whether the inspection is still necessary.
21. When auditing accounts, the most important thing is not just looking at "how much money the company made".
A proper company audit should include: bank statements × accounting books × contracts × invoices/vouchers × internal approvals × trading counterparties × related parties.
For example, the ledger might state: "Consulting fee: 5 million yuan".
The next question should be: Who is the consultant?
Does this have anything to do with the board of directors?
Where is the contract?
What services were provided?
Who approved it?
Which account should the money be transferred to?
What does the company get?
On its own, the statement "there is an advisory fee in the account" is still insufficient to understand the transaction.
Company business and shareholder disputesIt is necessary to integrate ledgers, contracts, and transactions; in cases involving investment disputes, it is also necessary to confirm...Equity investment and investment litigationThe required evidence.
22. If a shareholder cannot obtain bank statements, can they request an inspector?
This matter can be included in the overall necessity assessment, but it cannot be assumed that the court will definitely approve any specific bank information.
It should be explained first: why the funds flowed into this account or during this period, and the specific disputed matter.
For example: the company's books show a large number of related-party loans; the whereabouts of proceeds from the sale of certain assets are unclear; the company claims to have made payments but the other party denies receiving them; a certain type of expenditure has been unusually high for a long time.
This way, the court can determine whether the bank or transaction information is within the scope of necessary inspection.
23. If a shareholder suspects that the company has been emptied of its assets, should they first file a criminal complaint?
uncertain.
If shareholders only have: suspicion; fragmented financial statements; hearsay; and a few incomprehensible payments, obtaining company information and reconstructing transactions may be more important than drawing a criminal conclusion outright.
Because: Transactions between related parties do not necessarily equate to breach of trust.
Paying a company to its shareholders or directors does not automatically constitute misappropriation.
What truly needs to be confirmed is: the legal relationship; the authority to approve; the consideration; the beneficiary; the company's damages; and the subjective intent.
If information is insufficient, shareholder audits and the procedures for inspecting individuals may be the first step in establishing evidence.
Further reading: Shareholders suspect that company funds have been misappropriated or embezzled..
24. What are the differences between direct auditing, inspecting personnel, evidence preservation, and criminal complaint?
Directly exercising shareholder rights
Objective: To obtain company information that can be directly accessed in accordance with the law.
Suitable for: Companies with clear legal documents and whose company type and shareholder qualifications are in compliance.
Applicant for inspection
Purpose: To have an independent professional, appointed by the court, investigate the company’s business accounts, assets and specific transactions to the extent necessary.
Suitable for: Insufficient information, doubts about major transactions, and companies refusing to provide reasonable explanations.
Civil evidence preservation
Purpose: To prevent specific evidence from being lost or becoming unusable in the future.
Whether it is suitable: It needs to be determined separately according to the requirements of the Civil Procedure Law.
Criminal complaint/report
Purpose: To hold those suspected of committing crimes criminally liable.
Suitable for: Assessment when there is already specific criminal facts and evidence.
The four programs do not completely replace each other.
Even after the dispute has been resolved, it should be reviewed again.Shareholder Agreement, Voting Rights and Exit MechanismThis will concretize information provision and corporate governance rules. For specific exit and transaction arrangements, please refer to [link/document/reference needed].If the ultimate goal after auditing is to exit the company's equity, how should the equity be handled?.
Common Issues Regarding Shareholder Audits and Inspectors
As a shareholder, is it mandatory for the company to let me see all the accounting books?
It cannot be generalized. First, it should be confirmed whether the company is a limited liability company or a joint-stock company, your shareholder status, and the type of information you request to access. Limited liability companies do not perform business operations; shareholders have the authority to exercise their rights.Article 109 of the Company LawArticle 48 grants the right to inspect and access property documents, books, and forms; joint-stock companies should confirm the scope of information that can be directly accessed in accordance with Article 210 and other relevant regulations, and, if necessary, reassess the inspector system under Article 245.
Can shareholders of a limited liability company inspect the accounts?
according toArticle 109 of the Company LawShareholders who do not perform business duties may exercise supervisory rights and, pursuant to Article 48, may inquire about the company's business operations, inspect property documents, books and statements at any time, and may appoint lawyers or accountants on behalf of the company for auditing.
Can shareholders of a joint-stock company directly request to view all accounting books?
This conclusion cannot be drawn solely based on shareholder status.Article 210 of the Company LawEstablish clear procedures for accessing, copying, and reproducing specific company documents; if a thorough examination of company business accounts, assets, or specific transactions is required, further assessment should be conducted.Article 245 of the Company LawInspector system.
How many shares must the applicant for inspection hold?
According to the currentArticle 245 of the Company LawItem 1 stipulates that shareholders of a joint-stock company must, in principle, continue to hold at least 1% of the total issued shares for more than 6 months and provide reasons, evidence, and justification for the necessity of the inspection. For a limited liability company, Item 3 of Article 110 applies mutatis mutandis to Item 1 of Article 245.
If someone holds 1% shares for more than 6 months, will the court necessarily approve the prosecution?
No. In addition to shareholder qualifications and the duration of the application, reasons, evidence, and explanations of necessity must also be provided. The court will also verify whether the scope of the investigation is specific and reasonable, and whether the application constitutes an abuse of power.
Can the inspector access all company documents?
no.Article 245 of the Company LawThe inspection should be conducted within the necessary scope, which may include the company's business accounts, financial situation, specific matters, specific transaction documents and records, with the specific scope determined by the court on a case-by-case basis.
Who pays for the inspection?
according toArticle 174 of the Non-Litigation LawIn principle, the company shall bear the remuneration of the inspectors, and the amount shall be determined by the court. However, in practice, in order to carry out the inspection procedure, the court may also order the shareholders to prepay part of the remuneration on a case-by-case basis. Therefore, the actual cost and the method of prepayment shall still be determined by the court.
What happens if a company refuses to allow an inspector to check its accounts?
Article 245 of the Company LawThere are penalties for evading, obstructing or refusing inspections, and if the evasion, obstruction or refusal is repeated, penalties may be imposed for each instance.
If inspectors find irregularities, does that necessarily mean the company's head has committed a crime?
Not necessarily. The inspection results can be important information for subsequent legal assessments, but corporate liability, civil damages, breach of trust, embezzlement, or other criminal liabilities each have their own constituent elements, and further analysis of the transaction, authority, damage, and subjective intent is still required.
My company won't let me see the accounts. Can I sue them for breach of trust?
A complaint or report can be filed in accordance with the law, but whether it is appropriate to proceed immediately should be determined based on the existing evidence. When information is insufficient, obtaining transaction and cash flow data through shareholder rights, inspectors, or other procedures can sometimes establish a stronger evidentiary basis for subsequent civil and criminal liability.
