Shareholders’ right of access to information and the company’s confidentiality obligations

The right to access information is one of the most fundamental rights afforded to shareholders to safeguard their interests and enhance transparency in corporate governance. However, this right is always subject to corresponding confidentiality obligations and statutory limitations under the Law on Enterprises. This article analyzes the scope of shareholders’ information rights, common legal risks, and practical measures that companies should consider.

The current Law on Enterprises recognizes this right not only as a mechanism to protect the lawful rights and interests of shareholders, particularly minority shareholders, but also as a means of promoting transparency, accountability, and effective corporate governance. Through the right of access to information, shareholders are able to monitor the company’s business operations and oversee the management and administration conducted by its governing bodies and managers. On that basis, shareholders may make informed strategic decisions or pursue appropriate legal remedies to protect their legitimate interests.

1. How is a shareholder’s right of access to information regulated under Vietnamese law?

The shareholders’ right of access to information is provided for under the Law on Enterprises 2020. Pursuant to Article 115, ordinary shareholders are entitled to:

• – Examine, inspect, and obtain extracts of information relating to the names and contact addresses of shareholders included in the list of voting shareholders;
• – Correction request of the inaccurate information relating to themselves;
• – Examine, inspect, obtain extracts of, or copy the company’s Charter, minutes of General Meetings of Shareholders, and resolutions of the General Meeting of Shareholders.

In addition, a shareholder or group of shareholders holding at least 5% of the total ordinary shares, or a lower percentage as prescribed by the company’s Charter, is further entitled to “Examine, inspect, obtain extracts of the minutes book and resolutions or decisions of the Board of Directors, semi-annual and annual financial statements, reports of the Board of Supervisors, contracts and transactions subject to approval by the Board of Directors, and other documents, except for documents relating to the company’s trade secrets and business secrets”.

These provisions indicate that the Law on Enterprises 2020 defines the categories of information accessible to shareholders with a relatively high degree of specificity. Nevertheless, the inclusion of the phrase “other documents” demonstrates the legislature’s intention to provide a broader scope of access to corporate information. However, this wording has also created practical challenges in application.

The Law on Enterprises 2020 neither defines nor provides criteria for determining what constitutes “other documents.” Consequently, divergent interpretations often arise between shareholders and companies. In many cases, shareholders argue that any document relating to the company’s operations falls within the scope of accessible information, whereas the company rejects such requests. The absence of clear statutory guidance has therefore created a legal gap in defining the limits of shareholders’ information rights to access, making disputes over requests for corporate information and documents one of the most common sources of conflict between shareholders and companies.

2. Corporate confidentiality – An obligation accompanying shareholders’ right of access to information

While recognizing shareholders’ right of access to information, Law on Enterprises 2020 also imposes corresponding confidentiality obligations on the information that shareholders have access through their right of access to information. Pursuant to Article 119 of the Law on Enterprises 2020, shareholders are obligated to:

• – Keep confidential the information provided by the company in accordance with the company’s Charter and applicable law;
• – Use such information solely for the purpose of protecting their lawful rights and interests;
• – Prohibited from disseminating, copying, or transmitting the information provided by the company to any organization or individual.

Accordingly, shareholders’ right of access to information must always be attached to the obligation to use the information only for legitimate purposes and to maintain its confidentiality. These provisions constitute an important legal basis enabling companies to require shareholders to comply with confidentiality requirements and, where appropriate, pursue legal liability against shareholders who improperly use or disclose confidential information, thereby causing damage to the company.

On the other hand, where shareholders lawfully request access to information, the company’s management is responsible for preparing and providing the documents and information falling within the scope of shareholders’ statutory rights. In practice, however, many corporate documents contain not only governance and operational information but also trade secrets, technological know-how, confidential business information, and personal data of customers or other relevant parties. Such information carries significant commercial value and requires protection in order to safeguard the legitimate interests of both the company and related stakeholders. Therefore, shareholders’ right of access to information must be balanced with the company’s legitimate need to preserve confidentiality, preventing any abuse of information rights for the purpose of exploiting, misusing, or disclosing confidential information, thereby causing loss to the company.

3. What should companies and shareholders consider to minimize disputes?

Establishing an appropriate balance between shareholders’ right of access to information and the company’s confidentiality obligations has become an increasingly important aspect of modern corporate governance. Such a balance ensures that shareholders are able to exercise effective oversight while preserving the company’s legitimate commercial interests. To achieve this objective, companies should establish transparent and objective internal policies governing: accessible information; access procedures; and confidentiality obligations of the permitted entities. Furthermore, where requested documents contain trade secrets, technological know-how, personal data, or other commercially sensitive information, companies may require shareholders to execute confidentiality agreements or non-disclosure undertakings before granting access. These measures should not be viewed as restrictions on shareholders’ statutory rights. Rather, they serve to ensure that information is used solely for legitimate purposes while preventing unauthorized disclosure or misuse of commercially valuable information, thereby protecting the company’s competitive advantage, reputation, and lawful interests.

Conclusion

Shareholders’ right of access to information and the company’s confidentiality obligations should not be regarded as competing interests. Instead, they are complementary legal principles that must be implemented concurrently, particularly within the framework of corporate governance.

For further legal advice or assistance, please contact:

Legal Counsel: Ms. Tran Thi My Duyen

• – Email: duyen.tran@bizlawyer.vn
• – Telephone: 086 885 1900

Sincerely./.