The right to information of a shareholder in a limited liability company (LLC) is fundamental in Spanish jurisprudence, as it enables the shareholder to actively participate in the company’s life and monitor its management. This right is mainly articulated in Articles 196 and 272 of the Spanish Companies Act (LSC). Article 196 grants shareholders the right to request any information deemed relevant concerning the matters to be addressed in the general meeting, provided that the information is necessary for the exercise of their rights, especially regarding voting. This right extends to any type of capital company, although there are differences in its application between corporations and LLCs.
Article 272 LSC complements this right by establishing additional obligations regarding the disclosure of financial information. In LLCs, shareholders’ right to obtain relevant documentation is reinforced, especially during general meetings convened to approve the annual accounts and the proposal for the application of results and the management of the administrative body. Thus, shareholders are not only entitled to examine the accounts but also to request supporting documents that confirm their accuracy.
A crucial aspect of exercising this right is its limitation. According to the Supreme Court, as reflected in the 2900/2024 judgment, the right to information is not absolute but is subject to a relevance test. This relevance criterion, introduced by the reform of Law 31/2014, implies that the right to information must be essential for the reasonable exercise of voting rights or other participation rights. In other words, not every lack of information justifies the nullification of corporate resolutions; only the omission of information considered essential for shareholders’ decision-making process does.
Article 204 of the Companies Act (LSC) is central to defining the limits of shareholders’ right to information, as it introduces the concept of “essential” to determine when the omission of information can justify the annulment of corporate resolutions. Paragraph 3.b) of Article 204 LSC stipulates that not all violations of the right to information are actionable, only those where the omitted information is essential for the reasonable exercise of voting rights or any other participation rights.
The recent Supreme Court ruling (STS 2900/2024) thoroughly addresses this aspect. In this case, the dispute arose from the annulment of resolutions adopted at an LLC’s ordinary general meeting, where the annual accounts for the financial year 2016 were approved. A shareholder, holding 20% of the capital, requested the provision of certain documents, including employee payrolls and the daily sales record for each point of sale. The company’s refusal to provide these documents was the basis for the shareholder’s claim, alleging an infringement of his right to information.
The court of first instance and the Palma de Mallorca Provincial Court sided with the shareholder, declaring the corporate resolutions null and void, on the grounds that the failure to provide the requested documents violated the right to information. However, the Supreme Court reversed these decisions, concluding that the information provided by the company was sufficient for the reasonable exercise of the shareholder’s rights. The judgment highlights that the law does not require the delivery of non-existent documents, such as the daily sales record, which can be extracted from the general ledger, to which the shareholder had access. Similarly, the Court clarified that the payroll summary provided by the company, which included essential data such as total personnel expenses and individual salaries, met the requirements for relevant information necessary for controlling the company’s management.
The Supreme Court further emphasized that, for a violation of the right to information to justify the annulment of corporate resolutions, it must be demonstrated that the withheld information was essential for exercising voting or other shareholder rights. In this case, the Court held that the failure to provide complete payrolls or a daily sales record was not deemed essential, as the shareholder had access to other means of obtaining the relevant information needed to exercise his voting rights.
The doctrine developed in this ruling strikes a balance between protecting shareholders’ rights and preventing abuses in the exercise of the right to information, which could obstruct the normal development of the company’s activities. The Supreme Court noted that, while the right to information is a crucial instrument for ensuring transparency and control in capital companies, it must be exercised reasonably and proportionally.
In the referenced judgment, the Supreme Court emphasized that information is considered “essential” when it is indispensable for an average shareholder to deliberate and vote adequately. The term “essential” is not equated with what is merely “necessary” or “useful,” but must meet an objective criterion of substantial relevance in the context of the shareholder’s participation in the company.
Moreover, the judgment stresses the importance of shareholders making proper use of their right to information, without employing it obstructively or to create unnecessary disputes. The obligation of directors to provide the necessary information should be aimed at facilitating shareholders’ effective participation in decision-making, without imposing excessive or disproportionate burdens on the company’s administration.
The Supreme Court’s 2900/2024 judgment establishes a clear judicial criterion regarding the limits of shareholders’ right to information in LLCs. This right, while fundamental for ensuring transparency and control of the company’s management, must be interpreted consistently with the principle of proportionality. Not all requested information is essential, and only the omission of information that is truly indispensable for exercising shareholders’ rights can justify the annulment of corporate resolutions. This doctrine is crucial to avoid unnecessary litigation over corporate disputes and to ensure an appropriate balance between shareholders’ rights and the company’s operational needs.