Swiss Federal Supreme Court confirms
broad right to information for LLC
quotaholders

In its decision of 29 June 2026 (4A_533/2025), the Swiss Federal Supreme Court confirmed that, according to Art. 802 CO, quotaholders of a limited liability company have an extensive right to inspect company records, which goes beyond accounting records.

Background
A limited liability company (the "LLC") held a 38.75% stake in a group active in agricultural production. The LLC's management informed quotaholders that it no longer controlled this subsidiary, citing a difficult political situation in the country of operations – triggering writedowns exceeding USD 105 million.

Minority quotaholders sought information and document access under art. 802 CO, including inspection under para. 2, to understand the writedowns. The LLC argued that para. 2 covered only accounting records and supporting documents required under arts. 957a and 958f CO.

The Court's reasoning
The Swiss Federal Supreme Court dismissed the appeal, rejecting the LLC's narrow reading of Art. 802 CO:

• By adding the term "files" alongside "books", the legislator intended to extend the right of inspection beyond mere accounting records. While the 2023 revision harmonised the terminology with art. 697a CO (stock corporations), the inspection right of LLC quotaholders goes further, given the close personal relationships within LLCs and the loyalty duties under art. 803 CO;
• Art. 802 CO grants two rights: a right to information from managers (para. 1) and a right to inspect documents (para. 2). Both cover all company affairs with the same material scope. They differ only procedurally: inspection requires there to be a legitimate interest where the LLC has a statutory auditor.
• Unlike shareholders of a stock corporation, LLC quotaholders are bound by duties of loyalty and confidentiality (art. 803 CO), which justifies an expansive right to access as the risk of misuse is lower.
• So-called "fishing expeditions" by quotaholders remain prohibited under Swiss law. Here, the quotaholders' questions – though numerous – were precisely formulated and confined to specific, identifiable issues, not an open-ended search for evidence.
• The right to inspect extends even to documents involving business secrets or third parties, provided they are connected to the LLC's affairs. Quotaholders' loyalty and confidentiality duties (art. 803 CO) mitigate the risk of misuse. Only genuine professional secrets may justify limited redaction.

Practical implications
This ruling establishes that the right of LLC quotaholders to inspect documents under art. 802(2) CO is broader than the equivalent right of shareholders in a stock corporation under art. 697a CO. The Court explicitly relies on the close personal relationships typical of in LLCs and the quotaholders' statutory duties of loyalty and confidentiality (art. 803 CO) to justify a more extensive right of access than that available to shareholders.

In the case at hand, the Court did not limit the quotaholders' access, rejecting the LLC's objections. It did, however, note that consultation must respect professional secrets protected by law (e.g. attorney-client privilege) and that managers retain the safeguard of art. 802(3) CO which permits refusal where there is a demonstrable risk that the quotaholder will use the information for purposes unrelated to the LLC and to its detriment – a threshold that was not met here.

The substantive scope of art. 802 CO cannot be restricted by the articles of association or a quotaholders' agreement, since it is relatively mandatory law. However, the modalities of exercising inspection rights can be organised through internal regulations (Organisationsreglement), management board resolutions or procedural arrangements in a quotaholders' agreement. Concrete measures include: requiring requests to be submitted in writing with a statement of purpose, channeling inspection through a designated independent reviewer, limiting on-site access to defined business hours and locations, imposing confidentiality undertakings, and establishing redaction protocols for documents protected by professional secrecy. These procedural safeguards do not limit the right itself but help manage its exercise responsibly.