The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1602

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);

(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

(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.

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.

Annotations, Discussions, Cases:

Cases from cite.case.law:

Z. SCHLESINGER, v. A. SCHLESINGER,, 186 So. 3d 618 (Fla. Dist. Ct. App. 2016)

. . . respondent’s stockholder status and her' right to review and inspect those same documents under section 607.1602 . . .

OMES, v. ULTRA ENTERPRISES, INC., 116 So. 3d 633 (Fla. Dist. Ct. App. 2013)

. . . two-count complaint claiming unlawful denial of access to corporate books and records under section 607.1602 . . . See § 607.1602, Fla. Stat. (1991). . . . the additional records sought by its shareholder and his accountant were beyond the scope of section 607.1602 . . . regarding a corporation, is governed by section 617.1602, Florida Statutes (2011), rather than section 607.1602 . . .

In GUARDIANSHIP OF TROST. s v., 100 So. 3d 1205 (Fla. Dist. Ct. App. 2012)

. . . Citrus Park Corporate Documents Similarly, section 607.1602, Florida Statutes (2009), provides for inspection . . . Although section 607.1602(5) (b) provides that “a court, independently of this act, [may] compel the . . .

E. WILLIAMS M. v. LIBERTY BANCORPORATION, C., 40 So. 3d 84 (Fla. Dist. Ct. App. 2010)

. . . that appellants’ request for certain documents of Liberty Bancorporation did not comply with section 607.1602 . . .

OPEN MRI CENTER OF PEMBROKE PINES, L. C. a v. NOTH, 969 So. 2d 1116 (Fla. Dist. Ct. App. 2007)

. . . a limited liability company; the complaint to produce corporate records under sections 607.1601 and 607.1602 . . .

D. STEPHENSON CONSTRUCTION, INC. a v. MENDIGUREN, 958 So. 2d 527 (Fla. Dist. Ct. App. 2007)

. . . A shareholder may inspect the types of records specified by section 607.1602(2) only if the requirements . . . Section 607.1602(3) provides: (3) A shareholder may inspect and copy the records described in subsection . . . See § 607.1602(6), Fla. . . . (3) before a shareholder request for inspection under section 607.1602(2) may be granted. . . . find that the elements of section 607.1602(3) were established. . . .

URFIRER, v. CORNFELD,, 408 F.3d 710 (11th Cir. 2005)

. . . alleged that Urfirer, as a former Cambridge shareholder, had a statutory right under Florida Statutes §§ 607.1602 . . . Stat. §§ 607.1602(1) (“A shareholder of a corporation is entitled to inspect and copy, during regular . . . He cites Florida Statutes § 607.1602, which provides that shareholders are entitled to inspect corporate . . . Stat. § 607.1602(5)(b). . . . Stat. § 607.1602(3), and that Urfirer has shown neither. . . .

M. TUCCI, v. SMOOTHIE KING FRANCHISES, INC. a, 215 F. Supp. 2d 1295 (M.D. Fla. 2002)

. . . Inspection of Corporate Records In Count VI, Plaintiff alleges violations of Section 607.1602 and Section . . .

SYNCHRON, INC. v. KOGAN,, 757 So. 2d 564 (Fla. Dist. Ct. App. 2000)

. . . See § 607.1602, Fla. Stat. (1997); Hollander v. Rosen, 555 So.2d 384 (Fla. 3d DCA 1989); Morley v. . . .

Y. DELANEY, v. SANTAFE HEALTHCARE, INC., 741 So. 2d 595 (Fla. Dist. Ct. App. 1999)

. . . is defined for the purposes of inspection rights relating to other types of corporations in sections 607.1602 . . . Section 607.1602(9), pertaining to for-profit corporations, defines a “proper purpose” for inspection . . .

COLLIER ANESTHESIA, P. A. v. WORDEN, M. D. M. M. D. E. M. D., 726 So. 2d 342 (Fla. Dist. Ct. App. 1999)

. . . Section 607.1602, Florida Statutes (1997), allows, a shareholder of a corporation to inspect and copy . . . See § 607.1602(3), Fla. Stat. (1997). . . . See § 607.1602(6), Fla. Stat. (1997). . . . According to section 607.1602(9), Florida Statutes (1997), a “proper purpose” is a purpose reasonably . . . to find that the physicians were entitled to an accounting by meeting the criteria found in section 607.1602 . . .

UNIVERSAL ENGINEERING TESTING COMPANY, INC. v. ISRAEL, s, 707 So. 2d 900 (Fla. Dist. Ct. App. 1998)

. . . Respondent sought review of Universal’s corporate records pursuant' to section 607.1602, Florida Statutes . . . respondent’s stockholder status and her right to review and inspect those same documents under section 607.1602 . . . Respondent cannot be allowed to bypass the showing required under section 607.1602 to copy financial . . . Section 607.1602, Florida Statutes, allows a shareholder to inspect certain records of a corporation . . .

LEWIS, v. CONROY, SIMBERG GANNON, P. A. f k a P. A. f k a P. A. f k a P. A. f k a P. A. f k a P. A. a, 705 So. 2d 1073 (Fla. Dist. Ct. App. 1998)

. . . separate action in circuit court to inspect Conroy’s corporate and accounting records pursuant to section 607.1602 . . .

OTTOLINA, v. MILLER LAKES ASSOCIATES,, 717 So. 2d 550 (Fla. Dist. Ct. App. 1998)

. . . Ottolina [shareholder] appeals the denial of her motion to inspect corporate records under section 607.1602 . . .

HANGER ORTHOPEDIC GROUP, INC. v. McMURRAY,, 181 F.R.D. 525 (M.D. Fla. 1998)

. . . . §§ 607.1601, 607.1602, 607.1603, 607.1604. . . .

WORLD TIME CORPORATION OF AMERICA, v. MIZRACHI,, 702 So. 2d 284 (Fla. Dist. Ct. App. 1997)

. . . corporation to allow the appellee shareholder to inspect and copy the corporate records, pursuant to sections 607.1602 . . . Pursuant to section 607.1602, a shareholder of a corporation is entitled to inspect certain enumerated . . .

NU MED HOME HEALTH CARE, INC. K. M. P. v. HOSPITAL STAFFING SERVICES, INC., 664 So. 2d 353 (Fla. Dist. Ct. App. 1995)

. . . copy “the record of shareholders” and any other books and records of the corporation under section 607.1602 . . .

COMPUTER SOLUTIONS, INC. v. GNAIZDA,, 633 So. 2d 1100 (Fla. Dist. Ct. App. 1994)

. . . See § 607.1602, Fla.Stat. (1991). . . . Id. § 607.1602(2)(d). . . . Id. § 607.1602(3). . . . In the first place, section 607.1602 took effect July 1, 1990. . . . long as they are directly connected with a proper purpose and the other requirements of subsection 607.1602 . . . The majority misconstrues the effect of section 607.1602, Florida Statutes (1991), as it applies to the . . . corporation’s “relevant books and records of accounts, minutes, and record of shareholders .... ” Section 607.1602 . . . I do not discern a more expansive statutory authority in section 607.1602 which the majority relies on . . .