Labor to files? - Hygiene concept! Perceiving shareholders during corona pandemic
Which pitfalls the Corona pandemic can also have in the subtleties of corporate law clearly shows a current decision by the OLG Frankfurt am Main of December 1, 2020, file number: 21 W 137/20 .
The subject of the dispute was the question of the form of a GmbH to give a GmbH of a partner and her representative insight into the trading books and business documents. In principle, the inspection in accordance with § 51a GmbHG must be carried out in the company's business premises. However, it is recognized that society also has the opportunity to determine a different location, provided that there are mandatory reasons.
Facts and judgment
In the case to be decisive by the OLG Frankfurt am Main was the only business area of the GmbH in the basement of the private home of the managing director. The room was only 13 square meters and also filled with moving boxes, a file cabinet and a desk.
The OLG Frankfurt am Main considered an inspection in this basement room unreasonable, since there was a specific health risk to the partner and her lawyers. In the current pandemielage, the company has the obligation to provide suitable premises outside of the business premises so that the recommendations of the Robert Koch Institute (RKI) can be implemented with regard to relevant hygiene measures. A basement only has limited ventilation options. The wearing of a mouth-nose covering is also not an alternative, as it can be assumed from a long time for inspection.
The court has also taken into account that the relevant location, including the files, could not be associated with not insignificant costs. However, these should be accepted in view of the health protection and the mandatory right of information.
Conclusion
Even during pandemic, the right of a partner of a GmbH insists on inspection in the business documents of the company. When carrying out the inspection, however, the health protection of the shareholder must be given priority over the economic interests of the company.
