• 2011-05-25
  • By Dovile Aukstuolyte, Assistant of Attorney at Law

ECOVIS Miškinis, Kvainauskas ir partneriai advokatų kontora

Each shareholder shall have such rights in a company as are attributed to the shares in the company owned by him. Article 18 of the Law on Companies of the Republic of Lithuania regulates the non-property right of a shareholder – a right to information. This right is not absolute such that it may be restricted.

A shareholder or a group of shareholders who hold or control more than 1/2 of shares shall have the right of access to all company documents upon giving the company a written pledge in the form prescribed by the company not to disclose commercial/industrial secrets. Shareholders who hold less than 1/2 of shares shall have the right of access to the following information only: the Articles of Association of the company, annual accounts, annual reports of the company, auditor’s opinion and audit reports, minutes of the General Meetings and other documents whereby the decisions of the General Meeting, the Supervisory Board’s recommendations and responses to the General Meeting have been executed, the register of shareholders, the lists of Supervisory Board and board members, also other company documents that must be publicly accessible under law as well as minutes of the Supervisory Board and board meetings or other documents, whereby the decisions of the above-mentioned company organs have been executed. Moreover, they shall only have the right of access to the mentioned documents if those documents do not contain a commercial/industrial secret.

Consequently, the company may refuse to disclose information to the shareholder if he requests information that he is not entitled to ask under the Law on Companies. Another ground for the company to refuse disclosing information is the shareholder’s failure to provide a written pledge not to disclose commercial/industrial secrets. It is important to mention that Law on Companies does not provide a finite list of grounds to refuse disclosing information.