Who is entitled to lodge an application with the ECHR when a company’s rights have been violated?
Let’s imagine a scenario. The state has revoked a company’s licence, frozen its accounts or placed it under the management of an external administrator. The owner is outraged and prepared to take the case to the European Court of Human Rights. But here he is faced with a question that often determines the fate of the complaint even before it is considered on its merits: who is the victim – you or your company?
The company and the owner are, as a rule, different persons in the eyes of the Court
The ECHR proceeds from simple logic. A company is a separate legal entity; therefore, it is the company itself that must lodge a complaint regarding a breach of its rights, through its governing bodies. An owner is entitled to lodge their own complaint only when their rights as a shareholder have been infringed: the right to vote, to attend general meetings, or to hold a stake or shares.
This principle is clearly illustrated by the case of Agrotexim v. Greece. Shareholders of a brewery, which had suffered losses as a result of actions by the local authorities, attempted to lodge a complaint in their own names. The court rejected their claim and emphasised that the company’s problems do not automatically become the problems of its owners. Among the reasons given was that shareholders may have differing interests, and that in the event of bankruptcy, creditors’ rights must be protected first.
When the door does open for the owner
The Court allows for certain exceptions.
A business that is, in essence, an extension of a single individual. If the owner effectively runs the business through ‘their own’ company, their interests coincide and there are no disagreements amongst the shareholders. In such cases, the Court is prepared to view the situation from the owner’s perspective. This was the case in G.J. v. Luxembourg, where the applicant owned 90 per cent of a company in liquidation.
When the company itself cannot speak out. Imagine that the management has been taken over by competitors or the authorities. Those who formally represent the company have no intention of defending it. In such a situation, the Court accepts a complaint from shareholders, as otherwise the violation would go uninvestigated. A similar line of reasoning can be seen in the case of Feldman and Slavyanskiy Bank v. Ukraine. The Grand Chamber confirmed this approach in the case of Albert and Others v. Hungary, using the example of a bank’s restructuring.
Where the appointment of the person who will manage the company is itself the subject of dispute. If you are challenging the fact that an external administrator was appointed without the company being given a chance to have its say, the complaint may be lodged by the majority shareholder or a former director, even though under national law the administrator is now considered to be the representative. This was the case in Credit and Industrial Bank v. the Czech Republic.
Pitfalls that are rarely discussed
Directors appointed by the company are regarded by the Court not as individual applicants but as representatives of the company, and they must provide documents evidencing their authority. Their own application concerning the non-enforcement of a judgment in favour of the company is usually doomed to failure.
A shareholder with a negligible stake also stands virtually no chance. In the case of Erol Aksoy v. Turkey (2026), the Court dismissed the shareholder’s application on the grounds of his minimal stake. The fact that the domestic courts had allowed him to act as a claimant was irrelevant, as the Convention has its own criteria.
Finally, when both the company and its sole owner lodge an application, the Court may examine only one of them and dismiss the other. Sometimes it considers the matter entirely from the owner’s perspective, taking the view that the company is merely a tool for him.
But what if the company no longer exists?
Liquidation whilst the application is pending does not necessarily render it invalid. In the case against Yukos, the Court explained that closing proceedings on the grounds of liquidation would amount to giving states an incentive to destroy applicants. The Court reached a similar conclusion in the case of Google LLC v. Russia (2025), where the decisive factor was that the case was of general interest. If a company has been taken over by another with a full transfer of rights and obligations, the successor also retains the status of an aggrieved party.
What this means in practice
Choose the person filing the complaint carefully. A mistake here could cost you years of work.
Gather evidence of authority in advance: minutes, powers of attorney, appointment decisions.
Distinguish between two aspects: damage to the company and damage to you as a shareholder. Sometimes they are part of the same case, but they must be set out separately.
In a corporate dispute, do not expect the Court to sort out for you who is now authorised to speak on behalf of the company. Make use of national mechanisms first.
Do not delay filing your complaint until the company is wound up. Formally, this is not fatal, but proving your status as an aggrieved party is considerably more difficult.
This material has been prepared on the basis of the ECHR’s official guide on business and human rights.
If you have any questions, please contact our team – we’ll be happy to help!
Comments