Can Shareholders Access All Corporate Records In Florida?
The right to access and inspect corporate records is one of the most fundamental rights that shareholders have in Florida. This raises an important question: Can a shareholder access every record held by the corporation? The short answer is no—although shareholders have broad inspection rights, there are limits on their ability to review corporate records. Within this article, our Miami shareholder dispute lawyers provide a more complete overview of your right to access corporate records as a shareholder in Florida.
Know the Law: Florida’s Corporate Record Inspection Statute
In Florida, a shareholder’s right to inspect corporate records is governed by section 607.1602 of the state statutes. A wide range of different corporate records can be accessed and inspected by shareholders under this statute, including:
- Fundamental records, including things like the corporate bylaws;
- Minutes of meetings between shareholders and the board of directors;
- Key accounting records, including payroll and vendor/supplier payments;
- Records of payments made to officers or directors of the company;
- Details about lawsuits filed by or against the company; and
- A copy of comprehensive financial statements issued by the corporation.
Other deeper corporate records that fall outside of the scope of these categories may be denied to shareholders unless the shareholder has a valid, good faith reason to inspect the records.
Understanding the Limits of a Shareholder’s Ability to Access Corporate Records in Florida
It is important to emphasize that a shareholder’s right to access and review corporate records in Florida is not unencumbered. Here are some of the key limitations to know about:
- Time & Place Restrictions: Florida law allows corporations to limit inspection of records by shareholders to regular business hours within the company’s principal office.
- Notice Requirement: Florida law allows a corporation to require a shareholder to provide at least five days written notice of their intent to inspect records.
- No Access to Proprietary and Confidential Information: Corporations can limit access to proprietary information and confidential information that does not fall within the previously listed categories of corporate records that shareholders are guaranteed access to.
- Attorney-Client Privilege: When a corporation hires an attorney, that attorney’s work product is generally not accessible to shareholders. It is protected by attorney-client privilege.
- Ability to Block Bad Faith Requests: Apart from the most fundamental of records, a corporation may block a shareholder from viewing certain records if the request to inspect is made in “bad faith.”
- Current Shareholders Only: Florida law is clear: Inspection records only exist for current shareholders. A prior shareholder does not have the right to access corporate records.
Call Our Miami, FL Shareholder Litigation Attorney Today
At Pike & Lustig, LLP, we are devoted to providing reliable, results-driven, and cost effective legal representation to our clients. Our Florida shareholder litigation lawyers are standing by, ready to conduct a comprehensive review of your case. Give us a phone call now or connect with us online for your initial consultation. With an office in Miami and an office in West Palm Beach, our firm provides shareholder law representation throughout South Florida.
Source:
leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/Sections/0607.1602.html
