The right to information of shareholders in Spain

The right to information of shareholders has a special significance at the time of signing an agreement. It is regulated by the law as a basic right, autonomous and instrumental to the vote, imperative and unwavering, which is inherent in the status of a shareholder of a company. When the shareholders’ general meeting is called, any shareholder can obtain, immediately and freely, the documents that are subject to approval (in particular, a copy of the annual accounts for each financial year).

Right to information of shareholders in limited liability companies

The shareholders of limited liability companies can request information in two ways:

  • In writing prior to the general meeting
  • Verbally during the meeting: a shareholder may request reports or clarifications that he or she deems appropriate regarding the items on the agenda for the day.

The board of directors are required to provide the requested information, orally or in writing, depending on the timing and the nature of the information requested, except in cases where, by judgement of the board of directors, the information would harm the general public.

Right to information in public limited companies

The shareholders of a public limited company can request information in two ways:

  • In writing: requesting the information or asking questions the shareholder deems appropriate regarding matters on the agenda, until the seventh day prior to the meeting. The administrators have the obligation to provide information in writing until the day the general meeting is held.
  • Verbally during a general meeting: the shareholder may request information or clarification he or she deems appropriate regarding the matters on the agenda. If the right of the shareholder cannot be satisfied at that time, the administrators are required to provide the information requested in writing, within seven days of the date of the meeting.

Administrators are required to provide information requested except when:

  • The information is unnecessary for the protection of the shareholders’ rights
  • There are objective reasons to believe that the information could be used for purposes other than the corporate purpose
  • Publication of the information would harm the company or related companies.

This article is not considered as legal advice

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