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A solution for shareholders who fight over access to company documents

Updated: Jun 10, 2023

One of the most debated subjects when shareholders start having arguments is the right of access to company documents.



business shareholders arguing about company documents

There are times when communication problems between the shareholders of a company turn into disagreements, then escalate into conflict. Reasoning doesn’t help anymore, egos get over-inflated, and the conflict becomes disruptive for the company as a whole. Everything gets amplified, court cases follow, and a business that started with the best intentions ends up at risk.


And here is where the Romanian Companies Law 31/1990 steps in to help: close to the end of the law, in its final provisions, article 283(3) states

La societăţile existente, asociaţii pot modifica actul constitutiv, prevăzând în el documentele la care aceştia urmează să aibă acces [...[”.

This means that the shareholders have a very good instrument at their disposal, to prevent arguments: from the very beginning of the company, they can agree in the Articles of Association the extent and the mutual limits of access to company data and documents. For instance

offers in 30 days information regarding bank statements”,

or

in case one shareholder starts another company with the same object of activity, without the approval of the other shareholder(s), then access to information about clients is limited to [...]”.

Call it a safeguard for mutual protection.


Establishing the rules early on, when the company is new, helps prevent disagreements in the future. Also for existing companies, updating their Articles of Association taking into consideration article 283(3) of the Companies Law is recommended.


Therefore, the best way to prevent shareholders from fighting is rooted in an old Romanian saying:

Socoteala curata, prietenie adevarata

Transparency and pre-agreed rules between shareholders help navigating the meanders of temporary disagreements before actually reaching a critical point for failure in inter-personal communication.



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