Within the corporate crimes regulated in articles 290 to 297 of the Criminal Code, the denial of information rights to shareholders often goes unnoticed compared to other better-known economic offenses. However, official data shows that this is not a residual figure.
According to the national statistical compendium of the General Council of the Judiciary for 2024, in Spain 368 criminal proceedings for corporate crimes were initiated at the national level and 22 judgments were issued in this type of proceedings, which reflects that conflicts between shareholders that escalate to the criminal sphere continue to have a stable presence in the courts.
A large part of these cases are linked to situations of corporate deadlock, restrictions on access to information, refusal to convene meetings or exclusion of the minority shareholder from management. And when the obstruction goes beyond a simple commercial dispute, it can be classified as denial of information rights to shareholders under article 293 of the Criminal Code, which could also be accompanied by an accusation of breach of fiduciary duty (art. 252 CPWhen does a shareholder conflict become a criminal offense?
For a crime to exist, jurisprudence essentially requires:
Existence of a clear and recognized right
The shareholder must be requesting something to which the law grants them clear access: annual accounts, supporting documentation, reports on agenda items, etc.
Real and effective denial or impediment
A delay or incomplete information is not sufficient. The director truly blocks the right: does not convene meetings, ignores requests, does not deliver basic documentation or systematically refuses to provide information.
Absence of legal cause
The Corporate Enterprises Act allows denial of information in very specific circumstances, especially when disclosure of such data may harm the corporate interest. If the refusal is based on a reasonable and legally defensible cause, there is no crime, although there may be commercial dispute.
Intent: intentionality and persistence
The Supreme Court describes the typical conduct as «obstructionist» and «persistent in abuse». It does not punish
Has a minority partner filed a complaint against you for the crime of denial of shareholder information rights and are they also accusing you of breach of fiduciary duty?
Practical Examples of the Crime of Denial of Shareholders’ Information Rights
To make this concrete, consider situations like these:
Director Who Never Calls Meetings and Conceals Accounting Records
A limited liability company with two 50% shareholders.
The director:
- Does not call ordinary meetings for several years.
- Ignores emails and certified letters from the other shareholder requesting annual accounts and general ledger.
- Continues managing the company without any oversight.
After several formal demands and complete refusal to provide information, courts have considered in similar cases that there is a total denial of information rights and have issued convictions under article 293 of the Criminal Code.
Blocking Preemptive Subscription Rights
In a capital increase, the director decides to place the new shares with a third party, without respecting the preemptive subscription rights of a minority shareholder, who is not even informed of the transaction.
If it is proven that this shareholder had a clear right, that it was deliberately concealed from them, and that the purpose was to displace them from the company, the conduct may also constitute the crime of denial of shareholders’ information rights.
Selective Refusal to Provide Documentation
The director provides only partial information: shows a summary, but denies access to detailed accounting records, key contracts, or powers of attorney granted, despite repeated requests.
Abogado penalista en Madrid (Graduado en Derecho y ADE con Máster de Acceso a la Abogacía), experto en procedimientos complejos y técnicos en Derecho Penal. Cuenta con títulos como el Curso de DerechoPenal Avanzado impartido por magistrados del Tribunal Supremo en el Iltre. Colegio de Abogacía de Madrid.