Right of Florida Shareholders to Inspect Corporate Records

South Florida Corporate Shareholder Rights Litigation and Arbitration Attorney:

There are various sections contained in Florida Statute 607 that provide mechanisms for a shareholder or director to request, view and copy corporate records.  One such method is set forth in Florida Statute 607.1602.  This statute describes the procedure that a shareholder of a Florida corporation must follow in order to request inspection of the below described records and, if the records are obtained, what the records can be used for.

Florida State 607.1602 establishes the rights of a shareholder to inspect and copy certain books and records of a Florida corporation. According to Section 607.1602(1) a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in s. 607.1601(5) if the shareholder gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy.

Florida Statute 607.1602(2) provides that a shareholder of a Florida corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) and gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy:

(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (1);

(b) Accounting records of the corporation;

(c) The record of shareholders; and

(d) Any other books and records.

However, Florida Statute 607.1602(3) does place certain restrictions on the rights of a shareholder to inspect and copies the records described in subsection (2). They may only be inspected if:

(a) The shareholder's demand is made in good faith and for a proper purpose;

(b) The shareholder describes with reasonable particularity his or her purpose and the records he or she desires to inspect; and

(c) The records are directly connected with the shareholder's purpose.

Florida Statute 607.1602(4) provides that a shareholder of a Florida corporation, or a shareholder of a foreign corporation authorized to transact business in this state who resides in this state, is entitled to inspect and copy, during regular business hours at a reasonable location in this state specified by the corporation, a copy of the records of the corporation described in s. 607.1601(5)(b) and (f), if the shareholder gives the corporation written notice of his or her demand at least 15 business days before the date on which he or she wishes to inspect and copy.

Section (5) provides that the provision of this statute do not affect:

(a) The right of a shareholder to inspect and copy records under s.607.0720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;

(b) The power of a court, independently of this act, to compel the production of corporate records for examination.

However, a corporation may deny any demand for inspection made pursuant to subsection (2) if the demand was made for an improper purpose, or if the demanding shareholder has within 2 years preceding his or her demand sold or offered for sale any list of shareholders of the corporation or any other corporation, has aided or abetted any person in procuring any list of shareholders for any such purpose, or has improperly used any information secured through any prior examination of the records of the corporation or any other corporation.

For those records obtained by a shareholder pursuant to this section, the shareholder may not sell or otherwise distribute any information or records inspected under this section, except to the extent that such use is for a proper purpose as defined in subsection (3). Any person who violates this provision shall be subject to a civil penalty of $5,000.

If corporate records are requested in accordance with the terms and conditions of this section and the corporate refuses the request either in part or in whole, the aggrieved  shareholder then may file a court action to compel production.

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