The Superintendence of Companies clarifies the scope of the right of inspection over a merchant’s correspondence

What is understood by “correspondence” in the corporate context?

Correspondence includes all written communications—whether physical or electronic—sent or received by the company and related to the development of its corporate purpose and business activities. According to the Commercial Code (Articles 51 and 54), this encompasses letters, emails, and any other written medium connected to the ordinary course of business.

This type of documentation must be preserved and may be subject to the right of inspection by shareholders or partners, provided it is directly related to the matters to be addressed at the ordinary meeting of the company’s highest corporate body.

What has the Superintendence of Companies stated?

In response to various questions on this matter, the Superintendence stated the following:

• The right of inspection does include business correspondence, provided it is directly related to the company’s operations and to the matters to be addressed at the meeting of the company’s highest corporate body.

• The company’s management is responsible for determining, in a reasonable and well-founded manner, which information should be made available to the shareholders or partners.

• The right of inspection does not extend to documents containing trade secrets or confidential information.

• The right of inspection may extend to documents containing personal data, as long as they are related to the ordinary course of business and are necessary for decision-making at the meeting of the company’s highest corporate body.

• In digital environments, companies must implement appropriate mechanisms to ensure the exercise of the right of inspection without compromising the confidentiality or security of the information.

• Shareholders are strictly required to maintain confidentiality over the information accessed through the exercise of this right and may use it solely for informational purposes related to their participation in the shareholders’ Assembly.

Moreover, the improper use of such information such as its disclosure, leakage, or exploitation for competitive purposes may give rise to civil or criminal liability and constitute a serious breach of legal duty.

Implications

This legal opinion is particularly relevant in contexts where commercial activity is highly digitalized. Companies must implement internal protocols that ensure reasonable access to information while simultaneously protecting sensitive data.

Failure to adopt such practices may result in:

• Civil or criminal liability for the improper use of confidential information.

• Conflicts with shareholders who may also hold interest in competing companies due to access to strategic information.

• Breaches of personal data protection regulations.

How can we help you?

At Forvis Mazars, we provide comprehensive legal advice on corporate compliance matters. We support our clients in defining internal policies regarding the right of inspection, the handling of confidential information, and the structuring of access mechanisms in accordance with applicable legal provisions.

Contact us to learn how to protect your company’s interests and ensure sound, preventive legal management.