Access to Books and Records

What is a shareholder’s right to access books and records?

Shareholders, as owners of a corporation, have a right to access the books and records of the corporation, including financial records. This right allows shareholders to monitor management’s performance and make informed decisions regarding their investment in the corporation. However, the right to access a corporation’s books and records is not unlimited, so both parties need to recognize the limits and requirements imposed by Florida law.

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Which laws, rules, and regulations apply to access to books and records in Florida?

The Florida Business Corporation Act, codified in chapter 607 of Florida Statutes, outlines the right to access books and records, including the following sections of note:

• Section 607.1602 explicitly grants a shareholder the right to access books and records and sets forth the related procedures and requirements.
• Section 607.1603 further defines the scope of this right by allowing a shareholder to appoint their attorney to access a corporation’s books and records and permitting the corporation to impose reasonable charges to cover the cost of providing copies of any documents.
• Section 607.1604 prescribes the remedy available to shareholders if a corporation does not allow the shareholders to exercise their right to access books and records.

What must a shareholder do to exercise their right to access books and records in Florida?

For records such as the corporation’s bylaws, articles of incorporation, or all written communications to shareholders generally in the previous three years, the shareholder must submit a written demand to the corporation at least five business days before the date on which the shareholder wishes to access or copy the records.

The shareholder must also submit a written demand for financial statements, accounting records, meeting minutes, or shareholder lists. Still, the shareholder may only access these types of records if:

• The shareholder’s demand is made in good faith and for a proper purpose (a purpose reasonably related to such a person’s interest as a shareholder);
• The demand describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and
• The records directly connect with the shareholder’s purpose.

When a shareholder is improperly denied access to books and records, there are many paths they may take. We are value-based attorneys at Jimerson Birr, which means we look at each action with our clients from the point of view of costs and benefits while reducing liability. Then, based on our client’s objectives, we chart a path forward to seek appropriate remedies. To see what actions may be available for your unique situation, please contact our office to set up your initial consultation.

Have more questions about an access to books and records-related situation?

Crucially, this overview of a shareholder’s access to books and records does not begin to cover all the laws implicated by this issue or the factors that may compel the application of such laws. Every case is unique, and the laws can produce different outcomes depending on the individual circumstances.

Jimerson Birr attorneys guide our clients to help make informed decisions while ensuring their rights are respected and protected. Our lawyers are highly trained and experienced in the nuances of the law, so they can accurately interpret statutes and case law and holistically prepare individuals or companies for their legal endeavors. Through this intense personal investment and advocacy, our lawyers will help resolve the issue’s complicated legal problems efficiently and effectively.

Having a Jimerson Birr attorney on your side means securing a team of seasoned, multi-dimensional, cross-functional legal professionals. Whether it is a transaction, an operational issue, a regulatory challenge, or a contested legal predicament that may require court intervention, we remain a tireless advocate every step of the way. Being a value-added law firm means putting the client at the forefront of everything we do. We use our experience to help our clients navigate even the most complex problems and come out the other side triumphant.

If you want to understand your case, the merits of your claim or defense, potential monetary awards, or the amount of exposure you face, you should speak with a qualified Jimerson Birr lawyer. Our experienced team of attorneys is here to help. Call Jimerson Birr at (904) 389-0050 or use the contact form to set up a consultation.