Shareholder's right to information and inspection – clarification by the Higher Regional Court of Saarbrücken: No enforcement beyond the title

published on 17 September 2025 | reading time approx. 4 minutes

The question of the extent to which a shareholder may demand access to his company's business documents is one of the recurring points of contention in corporate law. Especially in tense shareholder relationships, rights to information are often used as a means of exerting pressure or as a defensive instrument. Section 51a of the German Limited Liability Companies Act (GmbHG) gives shareholders two rights to assert their rights to information: the right to obtain information and the right to inspect documents. This is intended to enable shareholders to exercise their membership rights in the shareholders' meeting in a responsible and appropriate manner while at the same time protecting their individual interests. In its judgment of 28 March 2025 (Ref. 1 W 22/24), the Higher Regional Court of Saarbrücken provided important clarifications on this issue that affect both management and shareholders.

The content and scope of the right to information

The right to information generally obliges the management to provide a shareholder with comprehensive information on all matters relating to the company. This includes, for example, information on the economic situation, contracts, shareholdings, or important business transactions. The aim is to enable the shareholder to exercise their rights appropriately and make decisions on a well-founded basis.

The right of inspection goes one step further: it allows shareholders to directly inspect documents such as annual financial statements, contracts, annual reports, or receipts. While the information is “conveyed” by management, the insight provides a separate, direct overview.

In practice, the contentious question of how these rights are to be implemented often arises. In particular, it is often unclear to what extent access to business documents should be granted. The Higher Regional Court of Saarbrücken dealt with precisely this question in its latest ruling. In the context of these legal proceedings, the company was of the opinion that it had fulfilled its obligation under the previous regional court ruling after granting the shareholder access to the business documents. The company allowed access to all documents that were specified in the regional court's enforcement order as being subject to disclosure. However, the shareholder sought access to (additional) business documents that were not specified in the enforcement order.

The Higher Regional Court sided with the company and clarified in its ruling that although Section 51a of the German Limited Liability Companies Act (GmbHG) is formulated broadly in substantive terms, the specific documents to which the request relates must always be specified in the actual proceedings. The enforcement order cannot therefore be interpreted retrospectively to mean that it covers all conceivable business documents in principle. In the case of enforcement proceedings, the Court held that only the specific content of the order is decisive. The shareholder cannot demand further information.

Furthermore, the court clarified that the company cannot simply refuse to provide documents by claiming that they do not exist. Rather, it must explain why these documents are not available.

Enforcement of the right to information

If a company refuses to provide information or access, a shareholder can enforce these rights – as in the case in question – by means of enforcement. Failure to comply may result in severe penalties such as fines or coercive measures.

In the event that a legally binding judgment is issued in the enforcement proceedings, its scope is determined solely by the wording of the judgment, according to the Higher Regional Court of Saarbrücken.

It is important to note in this context that the claim is only "settled" when the information is provided in a complete and accurate manner and the shareholder is given the actual opportunity to inspection. Incomplete partial information or impractical inspection appointments do not satisfy this right to information.

This significantly increases the pressure on management to properly implement the rights from the outset. It is therefore crucial for the company to be able to prove in the event of a dispute that it has fulfilled its obligations properly.

Practical tips

The decision of the Higher Regional Court of Saarbrücken clearly shows that although the rights to information and inspection under Section 51a of the German Limited Liability Companies Act (GmbHG) are far-reaching, their enforcement in enforcement proceedings depends solely on the specific wording of the judgment.

For shareholders, this means, on the one hand, that applications in the proceedings should be precisely worded so that all desired documents and information are expressly included in the judgment. On the other hand, further claims for information cannot be "added" via enforcement, but require a new application. Companies, on their part, can invoke in enforcement proceedings that only what is stated in the judgment is owed.

The decision thus strengthens legal certainty in dealing with shareholder rights and at the same time urges care when filing applications.