K vedení seznamu akcionářů a právu akcionáře požadovat jeho opis

On the maintenance of the list of shareholders and the shareholder's right to request a copy of this list

A joint stock company that has issued registered shares is required by the Business Corporations Act to keep a list of all its shareholders. The fulfilment of this obligation is the responsibility of the Board of Directors. The purpose and objective of maintaining a list of shareholders is to enable companies to have an overview of their ownership structure and, on the basis of the information contained in the list, to communicate with shareholders and to fulfil the obligations towards them as set out in the Act and the Articles of Association.

The list of shareholders shall record information relating to the shares (the name of the type of share, their nominal value and numerical designation) and the shareholder's identification data, including the number of the shareholder's bank account to which the company pays the dividend.

The company shall enter each new shareholder in the shareholders' list without undue delay after the change of the shareholder has been notified to it. The entry of a shareholder in the shareholders' list has only declaratory effects; the shareholder becomes a shareholder in relation to the company already at the moment of presentation of the acquired share. Nevertheless, the entry in the list is of fundamental importance for the shareholder. It is considered that it is the shareholder who is registered in the shareholders' list who is the shareholder in relation to the company; the registration in the list has so-called legitimation effects. The rights attached to registered shares are thus exercised in relation to the company by the person entered in the list of shareholders. The list of shareholders therefore also serves to facilitate the exercise of shareholder rights by the shareholders themselves.

The company is obliged to issue to each of its shareholders, upon written request and on payment of costs, a copy of the list of all shareholders holding registered shares or the required part of the list, without undue delay after receipt of the request. It may provide information from the list to persons other than shareholders only with the consent of those shareholders to whom the requested entry relates. The law also grants a special right to request a copy of the list of shareholders to, for example, courts for the purposes of legal proceedings or to law enforcement authorities in criminal proceedings.

In practice, however, it is not clear whether a shareholder can always request only a current copy or whether the shareholder can also request a copy as of a certain historical moment. While the law provides that, in order to protect shareholders' personal data, a company must promptly remove a person who ceases to be a shareholder from the list, the doctrine implies that a company is obliged to keep historical records of all its shareholders.

Thus, if a shareholder demonstrates an interest in being provided with the ownership structure of the company as of a certain date, for example, if the shareholder wants to verify, before filing a petition to invalidate a resolution of a general meeting, who was a shareholder as of the record date and thus could vote at the general meeting, or if the shareholder is a minority shareholder who wants to verify that the conditions for a squeeze-out have been met, the company should be obliged to provide him with the requested information to the extent necessary.

It follows that, although the law does not directly provide for it, the company is obliged to keep both a current version of the list of shareholders and a sort of complete version containing historical data and changes. For sake of cautiousness, it may be advisable for the company to keep such records throughout its entire existence, similar to the obligation to keep, for example, minutes of general meetings.

It should be added that if the company has issued book-entered shares, the articles of association may provide that the list of shareholders be replaced by a register of book-entered shares. In such a case, if the shareholder requests a copy of the register, the shareholder will always receive the data as of a certain date (usually the date of receipt of the request) and not the completely up-to-date data. This does not preclude a shareholder from requesting, as described above, a copy of the records as of a particular historical point in time.

If you would like more detailed information, please also contact the authors of the article or other members of EY Law or the EY team with whom you are working, as appropriate.

Authors:

Dušan Kmoch

Klára Hurychová