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GmbH shareholder information rights: connected companies

Information about subsidiaries and connected companies may be decisive in a shareholder dispute. Review scope, purpose and limits of the information right.

Your shareholder dispute team

BRANDAUER Rechtsanwälte

Dispute team for shareholders and managing directors

A shareholder dispute calls for corporate law, litigation strategy and commercial understanding from one team. Mag. Bernhard Brandauer is responsible for the legal advice; depending on the conflict, further specialised lawyers of the firm support safeguards, evidence, negotiations and court enforcement.

Contact the team

A shareholder suspects that important contracts, revenues or assets are held through a subsidiary or connected company. The GmbH refuses access, saying that the records belong to another company.

The information right does not end merely because a group company is involved. It does require a concrete link to the GmbH, a credible purpose and a proportionate description of the records sought.

GmbH shareholder information rights: connected companies

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01 Question 1

Are the relevant records and the precise next step documented?

All paths at a glance

Overview of all answers.

01

Review the legal basis, evidence and relief together.

Review the legal basis, evidence and relief together.

02

Organise missing records and authority first.

Organise missing records and authority first.

Identify the concrete company connection

Section 22(2) and (3) GmbHG protects the information right and requires it to be exercised properly. Describe the decision, transaction or duty of the GmbH under review and why the records matter.

Related guidance

Connected companies and actual access

For connected companies, map ownership, management, contractual links and actual access to records. A general group interest is insufficient, but so is a blanket refusal.

Related guidance

Information, inspection and relief

Request specifically identified books, contracts or records first. If access is refused, the request, authority, minutes and intended relief must fit together. The current register position and resolutions matter as well.

New legal information is available through BRANDaktuelle Rechtsnews. Related guidance

Frequently asked questions

Can a shareholder request a subsidiary’s records?

That depends on the link to the GmbH, the purpose, the information sought and actual access. A blanket yes or no is too broad.

How should an information request be framed?

It should identify the transaction, period, record category and purpose sufficiently clearly for the GmbH to process it.

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Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.

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