Florida Statutes
Fla. Stat. § 607.1602 (2025)
Inspection of records by shareholders.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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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.
Notes of Decisions
Cited in 19
cases (1 in the last 5 years), 1994–2024 · leading case: Comput. Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA 1994).
Comput. Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA 1994). “See § 607.1602, Fla. Stat. (1991). [1] The affidavit of Gnaizda's accountant set forth with particularity the documents requested and the reason for the request.”
D. Stephenson Constr., Inc. v. Mendiguren, 958 So. 2d 527 (Fla. 4th DCA 2007). “, 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).”
Collier Anesthesia, PA v. Worden, 726 So. 2d 342 (Fla. 2d DCA 1999). “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…”
Michael Urfirer v. Robert Cornfeld, 408 F.3d 710 (11th Cir. 2005). “See Fla. Stat. §§ 607.1602 (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 § 607.”
Universal Eng'g Testing v. Israel, 707 So. 2d 900 (Fla. 5th DCA 1998). “Respondent sought review of Universal's corporate records pursuant to section 607.1602, Florida Statutes (1995).”
Tucci v. Smoothie King Franchises, Inc., 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 607.1620 of the Florida Business Corporation Act; however, in his response to Defendant’s Motion to Dismiss, he concedes that this Count is an improper cause of action.”
Swan v. Trost, 100 So. 3d 1205 (Fla. 2d DCA 2012). “Citrus Park Corporate Documents Similarly, section 607.1602, Florida Statutes (2009), provides for inspection of corporate documents only by shareholders.”
Synchron, Inc. v. Kogan, 757 So. 2d 564 (Fla. 2d DCA 2000). “See 84 Lumber Co. v. Cooper, 656 So.2d 1297 (Fla.”
Schlesinger v. Schlesinger, 186 So. 3d 618 (Fla. 3d DCA 2016). “In the instant case, we find the trial court abused its discretion by requiring disclosure of confidential and proprietary documents before the ultimate issue of respondent’s stockholder status and her' right to review and inspect those same documents under section 607.1602 has…”
World Time Corp. of Am. v. Mizrachi, 702 So. 2d 284 (Fla. 4th DCA 1997). “Pursuant to section 607.1602, a shareholder of a corporation is entitled to inspect certain enumerated corporate books and records for a proper purpose, upon demand and at least five business days notice.”
Ottolina v. Miller Lakes Assocs., 717 So. 2d 550 (Fla. 3d DCA 1998). “Rhona Ottolina [shareholder] appeals the denial of her motion to inspect corporate records under section 607.1602, Florida Statutes (1993).”
Nu Med Home Health Care, Inc. v. Hosp. Staffing Servs. Inc., 664 So. 2d 353 (Fla. 4th DCA 1995). “” 3 A shareholder has a right to inspect and copy “the record of shareholders” and any other books and records of the corporation under section 607.1602(2), Florida Statutes (1998).”
— 607.1602(2) — 2 cases
D. Stephenson Constr., Inc. v. Mendiguren, 958 So. 2d 527 (Fla. 4th DCA 2007). “, 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).”
Nu Med Home Health Care, Inc. v. Hosp. Staffing Servs. Inc., 664 So. 2d 353 (Fla. 4th DCA 1995). “” 3 A shareholder has a right to inspect and copy “the record of shareholders” and any other books and records of the corporation under section 607.1602(2), Florida Statutes (1998).”
— 607.1602(2)(a) — 1 case
Comput. Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA 1994). “See § 607.1602, Fla. Stat. (1991). [1] The affidavit of Gnaizda's accountant set forth with particularity the documents requested and the reason for the request.”
— 607.1602(2)(b) — 1 case
Comput. Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA 1994). “See § 607.1602, Fla. Stat. (1991). [1] The affidavit of Gnaizda's accountant set forth with particularity the documents requested and the reason for the request.”
— 607.1602(2)(d) — 1 case
Comput. Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA 1994). “See § 607.1602, Fla. Stat. (1991). [1] The affidavit of Gnaizda's accountant set forth with particularity the documents requested and the reason for the request.”
— 607.1602(3) — 3 cases
D. Stephenson Constr., Inc. v. Mendiguren, 958 So. 2d 527 (Fla. 4th DCA 2007). “, 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).”
Collier Anesthesia, PA v. Worden, 726 So. 2d 342 (Fla. 2d DCA 1999). “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…”
Comput. Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA 1994). “See § 607.1602, Fla. Stat. (1991). [1] The affidavit of Gnaizda's accountant set forth with particularity the documents requested and the reason for the request.”
— 607.1602(5) — 1 case
Swan v. Trost, 100 So. 3d 1205 (Fla. 2d DCA 2012). “Citrus Park Corporate Documents Similarly, section 607.1602, Florida Statutes (2009), provides for inspection of corporate documents only by shareholders.”
— 607.1602(6) — 2 cases
D. Stephenson Constr., Inc. v. Mendiguren, 958 So. 2d 527 (Fla. 4th DCA 2007). “, 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).”
Collier Anesthesia, PA v. Worden, 726 So. 2d 342 (Fla. 2d DCA 1999). “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…”
— 607.1602(7)(b) — 1 case
HeartPoint Global, Inc., etc. v. Dragon Blue Ltd., etc. (Fla. 3d DCA 2024).
— 607.1602(9) — 2 cases
Collier Anesthesia, PA v. Worden, 726 So. 2d 342 (Fla. 2d DCA 1999). “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…”
Delaney v. Santafe Healthcare, Inc., 741 So. 2d 595 (Fla. 1st DCA 1999).
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