Florida Statute 607.1601 - Required Corporate Records for Florida Corporations

Florida Corporate Litigation and Arbitration Attorney, Russell L. Forkey, Esq.

Florida Statute 607.1601: Publically traded corporation are required to provide certain information to its shareholders, including audited financial statements. Closely held corporations are not required to provide the same type of information. Consequently, most states have adopted minimum statutory requirements as to the type of information that shareholders have access to. Because these requirements differ from state to state, this post is being provided for general educational purposes only. Thus, it is not designed to be complete in all material respects. Consequently, this post should not be relied upon as providing legal or investment advice. If you have any questions, you should contact a qualified professional.

The type of information required by Florida law to be maintained by a corporation and provided to the company's shareholders is set forth in Florida Statute 607.1601, Corporate records. Because of the fact that this section of the statute is not too lengthy, it is set forth in its entirety below --

(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(2) A corporation shall maintain accurate accounting records.

(3) A corporation or its agent shall maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A corporation shall keep a copy of the following records:

(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(b) Its bylaws or restated bylaws and all amendments to them currently in effect;

(c) Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

(d) The minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past 3 years;

(e) Written communications to all shareholders generally or all shareholders of a class or series within the past 3 years, including the financial statements furnished for the past 3 years under s. 607.1620;

(f) A list of the names and business street addresses of its current directors and officers; and

(g) Its most recent annual report delivered to the Department of State under s. 607.1622.

In reviewing Florida Statute 607.1601, it is clear that Florida law does not require that shareholders be provided the same type of information that is provided by a public company. The only way that a shareholder, of a closely held corporation in Florida, can require additional information, such as audited financial statements to be provided on an annual basis, is through the execution of a shareholders agreement or as set forth in the bylaws of the company. Whether or not or under what conditions these requirements can be modified depend upon the terms of the documents.

Consequently, before purchasing stock, options, warrants or any other interest in a closely held corporation, it is important for the reader to consult qualified counsel to make sure that your interests are being protect and that you are entitled to receive the type of information that you are promised and/or expect to receive.

Contact Us:

With extensive courtroom, arbitration and mediation experience and an in-depth understanding of elder abuse, exploitation, corporate disputes and securities law, our firm provides all of our clients with the personal service they deserve. Handling cases worth $25,000 or more, we represent clients throughout Florida and across the United States, as well as for foreign individuals that invested in U.S. banks or brokerage firms. Contact us to arrange your free initial consultation.

At the Boca Raton Law Office of Russell L. Forkey, we represent clients throughout South and Central Florida, including Boca Raton, West Palm Beach, Boca Raton, Sunrise, Plantation, Coral Springs, Deerfield Beach, Pompano Beach, Delray, Boynton Beach, Hollywood, Lake Worth, Royal Palm Beach, Manalapan, Jupiter, Gulf Stream, Wellington, Fort Pierce, Stuart, Palm City, Jupiter, Miami, Orlando, Maitland, Winter Park, Altamonte Springs, Lake Mary, Heathrow, Melbourne, Palm Bay, Cocoa Beach, Vero Beach, Daytona Beach, Deland, New Smyrna Beach, Ormand Beach, Broward County, Palm Beach County, Dade County, Orange County, Seminole County, Martin County, Brevard County, Indian River County, Volusia County and Monroe County, Florida. The law office of Russell L. Forkey also represents South American, Canadian and other foreign residents that do business with U.S. financial institutions, investment advisors, brokerage and precious metal firms.