Shareholder's right to information

What it means

The shareholder's right to information entitles every member of a Slovak s. r. o. to request information about the company's affairs from the directors and to inspect its documents. It applies regardless of the size of the stake, so even a member with one per cent has it.

It is one of the main tools protecting minority shareholders. A member not involved in management would otherwise have no way to check how the managing director handles the assets they contributed, or to take informed decisions at the general meeting.

The right covers information on the company's performance, contracts, receivables and liabilities, and inspection of the accounting books and documents. A director cannot refuse merely because the questions are inconvenient or because the member is in dispute with management.

How it works in practice

A request is best made in writing, specifying which information or documents are wanted and by when. Inspection usually takes place at the registered office; the member may take notes and copies and may be assisted by an expert such as an auditor.

If the director refuses, the member can enforce the right through the courts. Repeated refusal is also a breach of the director's duties and may justify their removal or liability for damage.

Where the company has a supervisory board, it also exercises oversight, but it does not replace an individual member's right. Information given at general meetings is recorded in the minutes, an important document for the member in later disputes.

What to watch out for

Members must handle the information responsibly. Misusing trade secrets, for example for a competitor's benefit, can lead to liability for damages, and the articles may impose a duty of confidentiality.

The right is not unlimited in time and form. Requests must be reasonable and may not be used to harass management or paralyse the company. In a dispute, the court considers whether the request pursued a legitimate interest of the member.