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Information Rights of Shareholders in Corporations

Shareholders are entitled to certain rights as investors in a corporation. One of those rights the right to access information via certain books and records in a corporation. However, in Florida, there are specific procedures that are needed to be followed in order to access the information sought. The procedures and score of what can be accessed is promulgated in Florida Statute section 607.1602, appropriately titled “Inspection of records by shareholders.”

In Florida, a shareholder seeking certain information must make a written demand five days prior to when the information is sought. Any shareholder can do so regardless of the amount of shares he holds. For certain types of information, a proper purpose is required, as well as a description with “reasonable particularity” of the purpose and the records desired. Those records must then be directly connected to the purpose. The burden is then on the corporation to show that the purpose advanced is not proper.

There is no proper purpose needed for certain types of information. This includes the corporation’s articles, by-laws, minutes, written communications, current directors’ information, and the most recent annual report. A proper purpose is essentially only needed for books and records. If a corporation attempts to deny a shareholder’s request as being inappropriate, the shareholder can in turn petition the court to get an order and the fees associated.

Pursuant to Section 607.0720, a shareholder can also request a list of shareholders of the corporation. Again, this must be accompanied by a proper purpose. For the purpose of a list of shareholders, many intentions can qualify as proper, including the need for reaching out to shareholders ahead of a corporate vote.

As a shareholder, you are entitled to inspect and copy many corporate records. If you are denied the right to information you seek, you may be entitled to have your costs reimbursed when petitioning the court. If you feel as though your information rights as a shareholder have been denied, contacting the right legal team can ensure that you receive access to the corporate records you are rightfully seeking, and be reimbursed your costs in the process. Call the Trembly Law Firm at (305) 431-5678 today to schedule your consultation.

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