Shareholder document refusal returns for 7-day test

The Kauno apygardos teismas, in its ruling of 15 October 2026Teismai in administrative-offence case No. AN2-361-876/2026, upheld the appeal of a 25 per cent shareholder's representativeTeismai, set aside the Kauno apylinkės teismas rulingTeismai of 17 August 2026Teismai refusing to open administrative-offence proceedingsTeismai, and remitted the case for fresh first-instance examinationTeismai. The representative had asked that proceedings be opened against the UAB director under Article 119(1) of the Administracinių nusižengimų kodeksas, after the shareholder sent three written document demands on 23 July 2026 and received no documents by the time of the application. The director replied on 29 July 2026 that the volume was large and asked for 14 days in total; the shareholder extended part of the demands to 3 and 6 August 2026, applied to the court on 7 August 2026Teismai, and later received replies from the director's authorised representative that made further disclosure conditional on open-ended assessment of company interests in a pending civil case.

The first-instance court refused to open proceedingsTeismai, holding that the director had acted by replying with reasons, that one day past the extended deadline cannot establish malice, and that disputes over shareholder information belong in civil proceedings. The appellate court disagreed on the procedure, not the final liabilityTeismai. It recalled that Article 119(1) is a blanket norm whose content comes from other statutes: Article 16(1)(4) of the Akcinių bendrovių įstatymas gives shareholders the non-property right to the information in Article 18(1), which requires the company, on a written demand, to give access or copies within 7 days of receiptE TAR, with refusal to be reasoned, and Article 37(12)(16) makes the company manager responsible for providing it. Case law treats failure to perform any of the alternative means of compliance for at least one item of statutory information as matching the Article 119(1) elements. The company's own articles, clause 20, likewise set a 7-day deadline for non-secret documents.

Against that framework the first-instance court never assessed the 7-day periodsTeismai: it did not examine the initial demands against the statutory deadlineTeismai, nor the extended deadlines the shareholder itself granted, and it treated the director's extension request as answering the case without testing it. Nor could the later replies have been assessed below, since some postdate the applicationTeismai and even the ruling under appealTeismai. On economy and proportionality grounds, and to avoid infringing the right of defence by deciding on unexamined evidence at appeal, the court therefore annulled the refusal and ordered a fresh first-instance examination rather than opening proceedings itselfTeismai. The ruling takes effect on publicationTeismai.

Legal basis: Article 16(1)(4), Article 18(1) and Article 37(12)(16) of the Akcinių bendrovių įstatymas; Article 119(1) of the Administracinių nusižengimų kodeksas.