GmbH shareholders have – in addition to the right to inspect the books, which can also be exercised during the year –8 at least the right to inspect the books within the last 14 days before the "ordinary" general meeting, which decides on the adoption of the annual financial statements and the distribution of profits9. Every shareholder must be granted access to the books and records after the annual financial statements have been sent, without having to demonstrate a special interest or give prior notice10. Therefore, if a shareholder is denied access to the books before the general meeting that decides on the adoption of the annual financial statements and the distribution of profits, this constitutes a relevant defect and entitles them to challenge the corresponding general meeting resolutions.
OGH 24.2.2026, 6 Ob 206/25z
1 See OGH RS0060098; RS0105318 [T1, T3].
2 Section 22 (2) GmbHG, unless a supervisory board is to be appointed; in this case, the articles of association may
exclude the right to inspect the books.
3 OGH 6 Ob 206/25z; 6 Ob 17/90.
