Legal Q&A · Company & shareholders

As a shareholder, I have been refused access to the company's accounting records and contracts by the managing director. What can I do?

Law as at 3 October 2026

Short answer

As a shareholder, you have a statutory right to request information about the company's affairs from the managing director and to inspect its documents. In Slovakia, according to the Supreme Court of the Slovak Republic, this right covers documents concerning the company's financial affairs and significant assets, rather than every routine document. You may make copies using the company's equipment, if it has such equipment, subject to reimbursement of the costs. If the company refuses access, you may enforce your right by bringing a court action. In a Czech s. r. o., the managing director may refuse information only on statutory grounds, and the refusal must be challenged in court within 1 month of notification.

A shareholder who is not a managing director often sees only the financial statements once a year. When they begin to question whether the company’s money is being handled properly and request bank statements or contracts, the managing director either does not respond or sends only a brief overview. The law gives you a right to information and to inspect documents. If the company prevents you from exercising this right, you may apply to the court. This applies in both Slovakia and Czechia, although the scope of the right differs.

Your rights under Slovak law

The following quotation is reproduced in its original language:

Spoločníci majú najmä právo požadovať od konateľov informácie o záležitostiach spoločnosti a nahliadať do dokladov spoločnosti.

§ 122 ods. 2 Obchodného zákonníka

The information enables you to make informed voting decisions at general meetings and scrutinise the managing director’s conduct. The Supreme Court of the Slovak Republic also linked it to a shareholder’s right to pursue claims against the managing director on the company’s behalf, as explained in the question a shareholder’s action against a managing director. According to the court, exercising that right requires the shareholder to examine accounting records and documents showing how the managing director has dealt with the company’s substantial assets.

Some documents are available without involving the managing director. Financial statements are filed in the Commercial Register’s collection of documents (Section 34, letter h, of Act No. 29/2026 Z. z.), which is accessible to everyone without having to demonstrate a legal interest (Section 6(1)).

The limits of this right

In its ruling of 29 May 2019, case no. 3Obdo/21/2019, the Supreme Court of the Slovak Republic held that a shareholder’s right is not unlimited. It covers information and documents concerning the company’s financial affairs and dealings with its significant assets that may affect its liquidity, the value of your ownership interest or your share of profits. It does not cover documents relating to the company’s routine operations, such as purchases of consumables, employment contracts or powers of attorney. Members of the supervisory board have access to all documents (Section 138(2)), and if the company has not established a supervisory board, those members’ powers do not pass to a shareholder.

The court also set out practical rules. The company must allow you to make copies of documents using its equipment, if it has such equipment, subject to reimbursement of the costs. However, it is not required to make copies for you. You must not exercise the right abusively by restricting the company’s operations or imposing disproportionate obligations on it. You must maintain confidentiality about any confidential matters you learn of if disclosing them could harm the company.

What to do if the managing director refuses

Send a written request specifying precisely what you require. State the period and types of documents, such as bank statements, contracts above a certain value, loans and security arrangements, or contracts with related parties, and propose a date for inspection. A request defined in this way can then form the basis of a court action. In the dispute decided by the Supreme Court, the shareholder brought her action for access to documents directly against the company.

If your capital contribution reaches 10 % of the registered capital, you may request that a general meeting be convened. If the managing directors do not convene it so that it takes place within 1 month of receiving the request, you may convene it yourself (Section 129(2)). At the general meeting, shareholders may adopt decisions within their powers, including removing the managing director, as explained in the question how to remove the managing director of an s. r. o..

Czech s. r. o.

In Czechia, a shareholder has the right, both at and outside general meetings, to request information about the company from its managing directors, inspect its documents and verify the information they contain. The shareholder may also act through a representative, provided that the representative is subject to at least the same duty of confidentiality as the shareholder and provides the company with evidence of this (Section 155 of Act No. 90/2012 Sb.). Managing directors may refuse to provide information only if it is classified under other legislation or is publicly available (Section 156(1)). In the event of a dispute, the court decides on the shareholder’s application. A right asserted after the expiry of 1 month from notification of the refusal will not be considered (Section 156(2)), and the limitation period for rights that depend on the requested information does not run during the proceedings (Section 156(3)).

In its judgment of 15 April 2020, case no. 27 Cdo 2708/2018, the Supreme Court of the Czech Republic stated that a shareholder may request information and documents needed to obtain a reasonable overview of the company’s affairs, particularly the extent and composition of its assets and its more significant legal transactions. Managing directors cannot refuse access on the grounds that the information or documents are protected as trade secrets. However, the shareholder must not disclose them to third parties if doing so could harm the company. The articles of association may regulate the right to information differently, but they must not prevent a shareholder from exercising their statutory rights.

How we can help

As part of our shareholder disputes service, we will prepare a request for information and inspection that is sufficiently specific to serve as the basis of a court action. If the company does not comply, we will bring an action before a Slovak court or file an application with a Czech court within the statutory deadline. After inspecting the documents, we will assess with you whether they disclose grounds for claims against the managing director.

This answer provides general information on the law as at 3 October 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.

More legal questions

All questions and answers
  1. We have two managing directors and they disagree on an important matter. Who decides? Managing directors decide on business management by majority, and with two directors that means the consent of both; a refusal by one blocks the decision. Towards third parties, however, each director may act individually unless the memorandum of association provides otherwise, so a signature given without the other’s consent will generally bind the company and the dispute shifts to the question of liability. The general meeting may reserve the decision for itself, but where the shareholders hold equal interests and both attend, the deadlock merely moves up one level. The solution belongs in the memorandum of association and the shareholders’ agreement before a dispute arises.
  2. Does a procuration holder need a contract with the company, and is he liable for damage he causes? Procuration is only authority to act for the company externally and says nothing about the holder’s remuneration or liability. Those are governed by the internal relationship, in Slovakia usually an employment contract or a mandate agreement, and without one both the entitlement to remuneration and the scope of duties remain uncertain. An employee is liable for damage under the Labour Code, which caps compensation in cases of negligence; a mandatary is liable under the Commercial Code rules on damages. In Czechia, the law expressly imposes on the procuration holder the care of a prudent manager.
  3. We have revoked our procuration holder’s procuration. Can he still sign for the company? Procuration ends on revocation, but until the holder learns of it, his acts still bind the company. Towards business partners, however, the company cannot plead that the holder is no longer authorised until the deletion has been published in the Commercial Register, unless it proves that the partner knew of the revocation. The revocation should therefore be delivered to the holder in a provable manner, the application for deletion filed without delay, and known partners and banks notified directly.
  4. I signed a contract on behalf of the company containing a clause saying that I give a guarantee as managing director. Am I liable with my personal assets? If the guarantee clause clearly identifies you personally as the guarantor, you are liable with your own assets, even if you signed the contract only once and on behalf of the company. In 2023, the Supreme Court of the Slovak Republic held that a second signature is unnecessary if the contract unequivocally identifies who is giving the guarantee. As a rule, the creditor can demand performance from you only once the company has failed to pay even after a written demand. You can raise the defences available to the company. Leaving the office of managing director does not in itself terminate the guarantee.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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