Shareholders of a German Limited Liability Company (GmbH) have a legally established right to information and inspection, which may be denied by the managing director only under strict conditions.
Managing directors have obligations to the shareholders
According to Section 51a of the Limited Liabilities Company Act, the managing directors of a GmbH have an obligation to the shareholders to provide information and to allow an inspection immediately upon request. The right of access and information may only be denied, if there is a concern that they may be used for non-company purposes. This cannot be regulated differently in the articles of association.
In the case at issue, a shareholders’ resolution decided that an inspection of the corporate books could happen only quarterly. Essen District Court declared this to be invalid. Indeed, it is permitted to regulate the process of requests for information and the provision of information. These regulations may, however, not result in the entitlement to information being restricted in regards to content.
Reference to specific documents have to be made
The rights of the shareholder to information are quite far-reaching. Shareholders are, however, obligated to be specific about their request. For example, according to prevailing opinion, a right to information does not need to be granted without reference to specific documents; shareholders must specify what they would like to know. Shareholders and managing directors to whom information is denied or who want to be informed about their information obligation should urgently obtain legal advice.
Essen District Court, decision of July 04, 2014, 45 O 49/13