A shareholder’s right to information in a limited liability company is one of the fundamental rights arising from their participation in the company. Pursuant to Section 155 of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives, as amended (hereinafter the “BCA”), a shareholder may request information about the company from the managing directors, inspect the company’s documents, and verify the data contained therein. Managing directors may refuse to provide information only in exceptional cases defined by law (Section 156(1) of the BCA), and any dispute as to whether the company is obligated to provide the information shall be decided by a court upon the shareholder’s motion. The Act stipulates that a right exercised more than one month after notification of the refusal to provide information shall not be considered (Section 156(2) of the BCA), and this is therefore a preclusive deadline. In practice, however, there has long been uncertainty regarding the exact moment from which this period begins to run, particularly when the company remains silent in response to a shareholder’s request or merely promises to provide the information without ultimately doing so.
The Supreme Court addressed this issue in its judgment of June 4, 2026, Case No. 27 Cdo 621/2025 (hereinafter the “Judgment”), in which it built upon its existing case law regarding the interpretation of Sections 155 and 156 of the BCA, particularly the conclusions set forth in the judgment, Case No. 27 Cdo 2708/2018, and in the judgment, Case No. 27 Cdo 1385/2022. For the first time, the Supreme Court explicitly addressed the question of whether a limitation period may begin to run upon the fruitless expiration of a deadline set by a shareholder in a request to the company, even though the company did not refuse to provide the information.
The Importance of a Shareholder’s Right to Information
A shareholder’s right to information is one of the key corporate institutions, the purpose of which is to ensure that a shareholder can continuously monitor how the company is managed and how the executives perform their duties. A shareholder may exercise this right both at general meetings and outside of them. In the context of a limited liability company, which is typically founded by a smaller group of individuals and relies on a higher degree of mutual trust among shareholders, the right to information serves an important preventive function. It enables shareholders to make informed decisions when exercising their voting rights, to assess the company’s financial performance, and, if necessary, to respond in a timely manner to circumstances that may indicate a breach of duties on the part of the managing directors.
Facts of the Case
In the case at hand, the plaintiff was a shareholder in a limited liability company (the defendant) with a 49% stake, and had previously served as a managing director. He requested that the defendant provide information and submit documents, setting a reasonable deadline for doing so. However, the defendant did not respond within the set deadline and replied only after it had expired, stating that it would provide the requested information in connection with the preparation of the company’s general meeting.
At a subsequent joint meeting, the defendant’s representatives provided the plaintiff with only a portion of the requested documents and informed him that they would not provide any further documents, without offering any justification for their refusal. The shareholder decided to challenge this decision by filing a lawsuit.
The court of first instance partially granted the claim for disclosure of information. The appellate court, however, concluded that the claim had been filed late. In its view, the one-month statute of limitations began to run upon the fruitless expiration of the deadline the plaintiff had set for the defendant in his request for information and documents. For this reason, the appellate court dismissed the claim.
The limitation period does not begin to run until the refusal is issued
The Supreme Court did not agree with the above conclusion. It emphasized that the law explicitly ties the commencement of the limitation period to a “notice of refusal to provide information,” that is, to a legal act directed by the company toward the shareholder. Furthermore, according to the Supreme Court, this must be a specific and comprehensible expression of will attributable to the company, which comes within the shareholder’s sphere of control and which is subject to interpretation in accordance with the rules of Section 555 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended by later regulations. By contrast, the company’s failure to respond does not constitute such an expression of intent and cannot be regarded as a refusal to provide information.
The Supreme Court further expressly noted that this conclusion is not affected by the fact that the shareholder, in his or her request, sets a deadline for the company to process the request. The mere expiration of a deadline unilaterally set by the shareholder does not, in and of itself, trigger the commencement of the limitation period under Section 156(2) of the BCA. The question of when the company was obligated to provide the information is legally irrelevant to the commencement of this period. The company’s inaction in response to a shareholder’s request for information does not trigger the commencement of the limitation period. However, nothing prevents a shareholder from seeking the provision of information through a lawsuit even in a situation where the limitation period has not yet begun to run.
The purpose of the limitation period is not to restrict a shareholder’s access to information at all costs, but rather to prevent prolonged uncertainty regarding whether the company’s conduct will be subject to judicial review. This is precisely why the law links the commencement of the limitation period to an unambiguous expression of the company’s will. If the company’s mere silence or the fruitless expiration of a deadline unilaterally set by the shareholder were considered the decisive moment, significant legal uncertainty would arise, and the very start of the limitation period would depend on circumstances not expressly regulated by law. The ruling therefore enhances the predictability of legal relationships between the company and the shareholder.
The statute of limitations applies to all of the shareholder’s rights to information
The ruling further confirms that the statute of limitations under Section 156(2) of the BCA applies not only to the right to receive information in the narrower sense, but also to all information rights set forth in Section 155 of the BCA, including the right to inspect the company’s documents and verify the information contained therein. The Supreme Court did not overlook the doctrinal criticism of this approach, which points in particular to the lack of consistency in the regulation and to the different concept of a similar time limit for joint-stock companies; but it upheld its conclusion on the grounds that the only reasonable purpose that can be attributed to the regulation of this time limit in the Czech legal system is to strengthen the stability of the company’s internal affairs, and only an interpretation according to which the statute of limitations applies to a shareholder’s information rights as a whole corresponds to this purpose.
The Discretionary Nature of the Statute of Limitations
The Supreme Court also noted that the provision on the limitation period in Section 156(2) of the BCA is discretionary, at least with regard to the possibility of extending it or eliminating it entirely in the articles of association. Shareholders thus have the option to set rules governing the duration of the right to information that differ from the statutory provisions, including to enhance their own legal certainty regarding the deadline by which they may assert their rights to information in court. For companies with a smaller number of shareholders, it may be appropriate to strengthen information rights, while for companies with a larger number of shareholders, the emphasis may be placed on greater procedural predictability.
Impact of the Judgment on Practice
The ruling has a direct impact on how companies should respond to shareholders’ requests for information. Unless the company explicitly and clearly rejects the request, the statute of limitations under Section 156(2) of the BCA does not begin to run. However, a shareholder need not wait for such a rejection and may seek the disclosure of information through legal action even while the company remains inactive. The limitation period begins to run, however, only upon a statement by the company from which it is clear and unambiguous that it will not provide the requested information or document, either in whole or in part. It is not decisive whether the refusal is justified or whether it is based on any of the statutory grounds under Section 156(1) of the BCA. Thus, even an unjustified or factually unfounded refusal triggers the limitation period.
For companies—or rather, their managing directors—this implies a clear recommendation to respond to shareholders’ requests for information in a substantive and explicit manner, even if they intend to provide the information only gradually or with a certain delay.
Conclusion
The Judgment analyzed above provides welcome guidance on the interpretation of Section 156(2) of the BCA, an issue that had not yet been explicitly addressed in existing case law. The decision is favorable to shareholders regarding the commencement of the time limit; at the same time, however, it confirms the relatively strict conclusion that the statute of limitations applies to all rights to information under Section 155 of the BCA, as well as to unjustified or unreasonable refusals.
Mgr. Martin Heinzel, partner – heinzel@plegal.cz
Mgr. Ráchel Kouklíková, junior lawyer – kouklikova@plegal.cz
Tereza Hrudková, legal assistant – hrudkova@plegal.cz
6. 8. 2026