Daily corporate practice and attendance at hundreds of shareholders’ meetings raise recurring questions. Here, we aim to resolve some of those frequently asked questions, using criteria that are applicable today (2025), without forgetting that good faith is the overarching principle that should govern relationships between shareholders.
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Indeed, the right to information is a protective (or “tuitivo”) right aimed at safeguarding minority shareholders, but it pivots on good faith, as expressly declared by the Spanish Supreme Court:
Good faith (…) is the standard of conduct legitimately expected in a corporate life characterized by loyalty and integrity. If a shareholder exercises their right to information in a manner that contravenes the principles of good faith, they cannot seek protection from the courts.
When referring to good faith, the courts recognize that no uniform criteria can be applied across all cases. Nevertheless, we will attempt to answer common questions, fully aware that the answers will not be identical in all similar situations but may help establish general conduct standards.
Can a shareholder request a full copy of the company’s accounting records, including the journal, general ledger, and trial balances, when exercising the right to information for a general meeting?
The right to information is not unlimited. Clearly, it is not the same to request the full accounting records of a fiscal year from a small business (SME) as it is from a publicly traded multinational. In that range—from micro-enterprises to multinationals—abuse of rights must be carefully assessed. There is no one-size-fits-all answer. If the volume of information requested is excessively burdensome, the request may be denied. Conversely, if the accounting consists of just 100 entries, providing it would likely be reasonable.
Each case must be analyzed individually. In any case, the information requested must be directly connected to the agenda of the meeting. For example, if the annual accounts of a given fiscal year are to be approved, the right to information cannot be used to inquire about the previous year.
Moreover, the information must be “necessary” and, most importantly, essential for the shareholder to form an informed decision when voting.
If the shareholder requests a highly detailed breakdown of a specific item that has little to do with the annual accounts and more to do with a personal claim or dispute between shareholders, the request should be denied.
The Supreme Court has expressly stated:
“This is not, therefore, an unlimited right (…) the right to information does not entitle a shareholder to investigate the company’s books or accounting records, much less the entirety of the company’s documentation.”
Can a shareholder request a list of employees and their full salaries or remuneration?
We reiterate the above answer and add the following:
If a shareholder requests a list of employees and their salaries, data protection laws must be strictly observed. A recommended approach would be to provide anonymized data—using codes for employees to prevent linking salaries and other personal data to specific identities.
That said, aggregated salary data may still provide valuable insight for shareholders when evaluating financial statements subject to approval.
Again, the information must be “necessary” and essential for the formation of the shareholder’s will. The right to information cannot be exercised abusively.
The Supreme Court, in Judgment 670/2021 of October 5, held:
“It is a well-established doctrine of this Court that the right to information is subject to the generic or inherent limit of being exercised in a non-abusive, both objectively and subjectively, manner. This must be assessed on a case-by-case basis, considering multiple factors including the company’s characteristics, capital distribution, and the volume and nature of the requested information.”
Is a shareholder entitled to request a breakdown of the remuneration of each director or board member?
In addition to the reasoning above regarding employee remuneration, the following points should be considered:
(1) If the director is also a majority shareholder, a court will likely deem such information essential, especially in cases where abusive resolutions are suspected—such as receiving compensation that exceeds the shareholder’s proportional stake in the capital;
(2) This information should generally be included in the Annual Accounts and, if not, it should not be withheld.
Can a minority shareholder request information on topics like the following?
- Human resources policy: How employees are hired and managed, including salary structures. This helps ensure transparency and avoid nepotism or unjustified payments.
- Supplier or customer contracts: Reviewing these helps detect improper dealings that may benefit majority shareholders or administrators.
- Any matter that may affect the company’s profitability: Understanding the origins of the company’s earnings is legitimate.
Such oversight is crucial. Those with significant power in the company (e.g., majority shareholders or administrators) may exploit their positions—for example, by hiring relatives with high salaries or engaging in self-dealing with affiliated companies. Thus, it is legitimate for a minority shareholder to monitor management conduct and protect their interests.
Is a shareholder entitled to have the requested information sent to their home address?
Daily practice shows it is usually better—for both the company and the shareholder—to provide the documentation directly. Tensions between shareholders, delays or pressure to leave the registered office, or disputes about whether photocopies can be obtained, are often avoided by simply sending the information.
Although it is common to send documents to the shareholder’s address, Article 272.2 of the Spanish Companies Act (Ley de Sociedades de Capital – LSC) does not expressly require postal delivery. When the law refers to “immediate” delivery, it implies that shareholders should retrieve the documents in person at the company’s office.
Thus, a shareholder can either:
- Collect the documents in person; or
- Request delivery to their home—however, they cannot expect instantaneous delivery if they choose the latter option.
How far in advance of the General Meeting must the information be provided?
The only proper answer is: delivering the documentation on the day before the meeting is considered to be in bad faith and contrary to the purpose of the shareholder’s right to information. The earlier the delivery, the better it will be received by a court—bearing in mind the scope of the information requested.
What if the shareholder requesting the information is also an administrator?
The situation changes slightly. If the individual is both a shareholder and an administrator, they are under a duty to be informed of the company’s affairs. The law grants administrators the necessary tools to obtain this information. They are thus expected to be fully aware of the matters being voted on.
However, in companies with a Board of Directors, an individual director cannot act alone to obtain information. Instead, the request must be made to the Chairperson of the Board, who must convene a meeting to provide the requested information. This ensures organized access to information.
When can you request information as a shareholder?
Under the law, shareholders may request information at the General Meeting. But there is a limit:
It is not considered good faith for a director who has neglected their duty to remain informed or has ignored opportunities to review documents, to later claim they were denied access to information.
In short: you cannot claim a violation of your right to information if you failed to take appropriate action when you had the opportunity and obligation to do so.
Can a shareholder with more than 25% of the capital request any information, including confidential information?
Article 197.4 LSC establishes that shareholders holding more than 25% of the capital cannot be denied requested information.
However, a significant court ruling held that this article cannot be interpreted literally, as doing so could require administrators to commit crimes (such as disclosing trade secrets) or breach confidentiality agreements.
Can the right to information compel disclosure of pricing and sensitive data that might reveal the company’s cost structure?
If an audit report has confirmed that group companies operate properly and transact at arm’s length, such information may be considered contrary to the company’s interests and may be lawfully withheld.
In this respect, European Law—specifically Article 101 of the Treaty on the Functioning of the European Union (TFEU), which prohibits anti-competitive practices—prevails over national law (Article 197.4 LSC). Thus, even if a shareholder is entitled to request information under Spanish law, the company may refuse if disclosure could facilitate anti-competitive behavior.
The European Commission has warned that even unilateral information sharing can be anti-competitive, particularly when a minority shareholder gains access to a competitor’s sensitive data, potentially enabling coordinated market behavior. For example, disclosing internal transfer pricing between group companies could expose cost structures and final pricing, making collusion easier in tender-driven markets.
What does the right to information consist of: asking questions and receiving answers, or obtaining documents?
A relevant court ruling clarifies that the shareholder’s right to information consists of the right to ask questions and receive answers—not necessarily to obtain documents.
Moreover, this right does not extend to assessing alternative management decisions.
This concludes our contribution on the shareholder’s right to information—part 3 of 5 in the “Meeting Times” series. In the previous entry (2/5), we analyzed shareholders’ meetings with notarial presence. In the next entry (4/5), we will explore the concept of abusive resolutions.
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