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F.S. 607.1602 on Google Scholar

F.S. 607.1602 on Casetext

Amendments to 607.1602


The 2022 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
View Entire Chapter
F.S. 607.1602 Florida Statutes and Case Law
607.1602 Inspection of records by shareholders.
(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(1), excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation’s board of directors and any board committees of the corporation established under s. 607.0825, if the shareholder gives the corporation written notice of the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy.
(2) A shareholder of a 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 the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the corporation’s board of directors and board committees of the corporation maintained in accordance with s. 607.1601(1);
(b) The financial statements of the corporation maintained in accordance with s. 607.1601(2);
(c) Accounting records of the corporation;
(d) The record of shareholders maintained in accordance with s. 607.1601(4); and
(e) Any other books and records.
(3) A shareholder may inspect and copy the records described in subsection (2) only if:
(a) The shareholder’s demand is made in good faith and for a proper purpose;
(b) The shareholder’s demand describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and
(c) The records are directly connected with the shareholder’s purpose.
(4) The corporation may impose reasonable restrictions on the disclosure, use, or distribution of, and reasonable obligations to maintain the confidentiality of, records described in subsection (2).
(5) For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.
(6) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(7) This section does 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; or
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in s. 607.1604(3), provided that, in the case of production of records described in subsection (2) at the request of the shareholder, the shareholder has met the requirements of subsection (3).
(8) 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, her, or its 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.
(9) A 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 (11).
(10) For purposes of this section, the term “shareholder” means a record shareholder, a beneficial shareholder, or an unrestricted voting trust beneficial owner.
(11) For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a shareholder.
(12) The rights of a shareholder to obtain records under subsections (1) and (2) shall also apply to the records of subsidiaries of the corporation.
History.s. 151, ch. 89-154; s. 12, ch. 94-327; s. 42, ch. 97-102; s. 219, ch. 2019-90; s. 64, ch. 2020-32.

Statutes updated from Official Statutes on: August 29, 2022
F.S. 607.1602 on Google Scholar

F.S. 607.1602 on Casetext

Amendments to 607.1602


Arrestable Offenses / Crimes under Fla. Stat. 607.1602
Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1602.


Civil Citations / Citable Offenses under S607.1602
R or S next to points is Mandatory Revocation or Suspension

Current data shows no reason a civil citation or a suspension or revocation of license should have been issued under Florida Statute 607.1602.


Annotations, Discussions, Cases:

  1. Universal Eng. Testing Co. v. Israel

    707 So. 2d 900 (Fla. Dist. Ct. App. 1998)   Cited 4 times
    Section 607.1602, Florida Statutes, allows a shareholder to inspect certain records of a corporation only if the shareholder's demand is made in good faith and for a proper purpose, the shareholder describes the purpose and records with reasonable particularity, and the records requested are directly connected with the shareholder's purpose.
  2. Stephenson v. Mendiguren

    958 So. 2d 527 (Fla. Dist. Ct. App. 2007)   Cited 6 times
    Petitioner, D. Stephenson Construction, Inc., seeks a writ of certiorari to quash a trial court order which granted respondent, a minority shareholder, the right to inspect corporate records under section 607.1602(2), Florida Statutes (2006). A shareholder may inspect the types of records specified by section 607.1602(2) only if the requirements of subsection (3) are met. Section 607.1602(3) provides:
  3. Rahal v. Mussel Beach Rest. Inc.

    CASE NO: 17-cv-80442-MIDDLEBROOKS (S.D. Fla. Jan. 17, 2018)
    Both Parties move for summary judgment on Count II which seeks an accounting related to numerous transactions listed in the Second Amended Complaint. Florida Statute § 607.1602(2) provides that "[a] shareholder of a corporation is entitled to inspect and copy . . . [a]ccounting records of the corporation." Fla. Stat. § 607.1602(2)(b). The Florida Fourth District Court of Appeals has held that "generally speaking [the following records] are the sole relevant corporate records" that a corporation must produce when a stockholder seeks to account for the value of her stock: "a copy of the corporate income tax returns, the general ledger of the corporation, the balance sheets of the corporation, the profit and loss statements of the corporation, and the corporate stockbook." Jewelers Int'l Showcase, Inc. v. Mandell, 529 So. 2d 1211, 1212 (Fla. Dist. Ct. App. 1988).
    PAGE 10
  4. Urfirer v. Cornfeld

    408 F.3d 710 (11th Cir. 2005)   Cited 13 times
    Urfirer further argues that even if he does not qualify as a shareholder, a court nevertheless has discretion to grant him inspection rights. He cites Florida Statutes § 607.1602, which provides that shareholders are entitled to inspect corporate records, and notes that "[t]his section does not affect . . . [t]he power of a court, independently of this act, to compel the production of corporate records for examination." Fla. Stat. § 607.1602(5)(b). Section 607.1602(5)(b), however, merely reiterates that a court has the equitable power to grant nonshareholders access to corporate records as it sees fit; it does not create a statutory right of inspection or grant courts any new statutory authority to authorize inspections by nonshareholders. Urfirer is not barred from asking the district court to exercise its equitable power to grant him access to Cambridge's books and records; however, this is not a statutory claim.
    PAGE 727
  5. Omes v. Ultra Enters., Inc.

    116 So. 3d 633 (Fla. Dist. Ct. App. 2013)   Cited 1 times
    Access to the records of a corporation not for profit, though similar to that afforded regarding a corporation, is governed by section 617.1602, Florida Statutes (2011), rather than section 607.1602.
    PAGE 634
  6. Anesthesia v. Worden

    726 So. 2d 342 (Fla. Dist. Ct. App. 1999)   Cited 5 times
    Section 607.1602, Florida Statutes (1997), allows a shareholder of a corporation to inspect and copy corporate accounting records, if: 1) the shareholder's demand is made in good faith and for a proper purpose; 2) the shareholder describes with reasonable particularity his purpose and the records he desires to inspect; and 3) the records are directly connected with the shareholder's purpose. See § 607.1602(3), Fla. Stat. (1997). A corporation may deny such request for inspection if it believes the request was made for an improper purpose. See § 607.1602(6), Fla. Stat. (1997).
    PAGE 344
  7. Richman v. Calzaretta

    338 So. 3d 1081 (Fla. Dist. Ct. App. 2022)
    If a corporation does not allow a shareholder who complies with s. 607.1602(1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the applicable county may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder. If the court orders inspection and copying of the records demanded under s. 607.1602(1), it shall also order the corporation to pay the shareholder's expenses, including reasonable attorney fees, incurred to obtain the order and enforce its rights under this section.
    PAGE 1082
  8. Adara Networks Inc. v. Langston

    301 So. 3d 618 (Miss. 2020)   Cited 1 times
    (2) If a corporation does not within a reasonable time allow a shareholder who complies with s. 607.1602(2) to inspect and copy the records required by that section, the shareholder who complies with s. 607.1602(3) may apply to the circuit court in the applicable county for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
    PAGE 632
  9. Rightchoice Managed Care, Inc. v. Hosp. Partners, Inc.

    No. 5:18-cv-06037-DGK (W.D. Mo. May. 10, 2019)
    The Discovery Defendants also argue for the second time that a Florida statute prohibits financial discovery. They are mistaken; Fla. Stat. § 607.1602 pertains to when a corporate shareholder can inspect certain company records. See Univ. Eng'g Testing Co., Inc. v. Israel, 707 So.2d 900, 902 (Fla. Dist. Ct. App. 1998) (holding that a corporate shareholder could not use discovery to bypass the statutory process for reviewing corporate records set forth in Fla. Stat. § 607.1602). --------
    PAGE 3