股东查账权若干法律问题研究

Research on Several Legal Problems about Stockholders' Right to Audit Accounts

股东查账权与公司经营权之间存在冲突,协调两者的关系至关重要。判断股东查账行为目的正当性为重要的法律规制手段。股东可以委托他人协助查账,前股东在特定情况下也可行使查账权。立法应赋予股份公司股东查账权,应把查账范围扩大到原始凭证,应允许股东复制会计账簿和原始凭证,股东应免费查阅、自费复制。

There exist conflicts between the stockholders＇ right to audit account and the right to operate the company, so it is essential to compromise these two rights. The important measure of legal regulations is to estimate whether the purpose of auditing account is legitimate or not. The stockholder is entitled to entrust others to audit account, and the previous stockholder could also exercise the right of auditing account under specific circumstances. Stockholders in the limited liability company should be entitled to audit account, and the auditing range should be widened to the original evidences. Stockholders should also be allowed to copy the accounting books and the original evidences. They could check accounts for free, but should pay money for the copies.