Post by Admin on Feb 18, 2015 8:46:59 GMT -5
As of 2014
617.1601 Corporate Records
617.1602 Inspection of records by members.
617.1603 Scope of inspection right.
617.1604 Court-ordered inspection.
617.1605 Financial reports for members.
617.1606 Access to records.
617.1622 Annual report for Department of State.
617.1623 Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.
617.1601 Corporate records.—
(1) A corporation sH all keep as records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(2) A corporation sH all maintain accurate accounting records.
(3) A corporation or its agent sH all maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members in alphabetical order by class of voting members.
(4) A corporation sH all maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5) A corporation sH all keep a copy of the following records:
(a) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect.
(b) Its bylaws or restated bylaws and all amendments to them currently in effect.
(c) The minutes of all members’ meetings and records of all action taken by members without a meeting for the past 3 years.
(d) Written communications to all members generally or all members of a class within the past 3 years, including the financial statements furnished for the past 3 years under s. 617.1605.
(e) A list of the names and business street, or home if there is no business street, addresses of its current directors and officers.
(f) Its most recent annual report delivered to the Department of State under s. 617.1622.
History.—s. 106, ch. 90-179; s. 69, ch. 93-281; s. 49, ch. 2009-205.
617.1602 Inspection of records by members.—
(1) A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office or at a reasonable location specified by the corporation, any of the records of the corporation described in s. 617.1601(5), if the member gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy.
(2) A member 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 member meets the requirements of subsection (3) and gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection (1).
(b) Accounting records of the corporation.
(c) The record of members.
(d) Any other books and records.
(3) A member may inspect and copy the records described in subsection (2) only if:
(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member describes with reasonable particularity his or her purpose and the records he or she desires to inspect;
(c) The records are directly connected with the member’s purpose.
(4) This section does not affect:
(a) The right of a member in litigation with the corporation to inspect and copy records to the same extent as any other litigant.
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(5) 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 member has within 2 years preceding his or her demand sold or offered for sale any list of members of the corporation or any other corporation, has aided or abetted any person in procuring any list of members 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.
(6) For purposes of this section, the term “member” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
(7) For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a member.
History.—s. 70, ch. 93-281; s. 100, ch. 97-102; s. 50, ch. 2009-205.
617.1603 Scope of inspection right.—
(1) A member’s agent or attorney has the same inspection and copying rights as the member he or she represents.
(2) The right to copy records under s. 617.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. If the records are kept in other than written form, the corporation sH all convert such records into written form upon the request of any person entitled to inspect the same. The corporation sH all bear the costs of converting any records described in s. 617.1601(5). The requesting member sH all bear the costs, including the cost of compiling the information requested, incurred to convert any records described in s. 617.1602(2).
(4) If requested by a member, the corporation sH all comply with a member’s demand to inspect the records of members under s. 617.1602(2)(c) by providing him or her with a list of its members of the nature described in s. 617.1601(3). Such a list sH all be compiled as of the last record date for which it has been compiled or as of a subsequent date if specified by the member.
History.—s. 71, ch. 93-281; s. 101, ch. 97-102.
617.1604 Court-ordered inspection.—
(1) If a corporation does not, within a reasonable time, allow a member to inspect and copy any record, and the member complies with any prerequisites to inspection and copying imposed by this section, the member may apply to the circuit court in the county where the corporation’s principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court sH all dispose of an application under this subsection on an expedited summary basis.
(2) If the court orders inspection or copying of the records demanded, it sH all also order the corporation and the custodian of the particular records demanded to pay the member’s costs, including reasonable attorney’s fees, reasonably incurred to obtain the order and enforce its rights under this section unless the corporation, or the officer, director, or agent, as the case may be, provides that it or he or she refused inspection in good faith because it or he or she had a reasonable basis for doubt about the right of the member to inspect or copy the records demanded.
(3) If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
History.—s. 72, ch. 93-281; s. 5, ch. 97-93; s. 102, ch. 97-102.
617.1605 Financial reports for members.—A corporation, upon a member’s written demand, sH all furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and which include a balance sheet as of the end of the fiscal year and a statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on such basis.
History.—s. 73, ch. 93-281; s. 51, ch. 2009-205.
617.1606 Access to records.—Sections 617.1601-617.1605 do not apply to a corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.
History.—s. 4, ch. 2010-174.
617.1622 Annual report for Department of State.—
(1) Each domestic and each foreign corporation authorized to conduct its affairs in this state sH all deliver to the Department of State for filing a sworn annual report, on such form as the Department of State prescribes, that sets forth:
(a) The name of the corporation and the state or country under the law of which it is incorporated;
(b) The date of incorporation or, if a foreign corporation, the date on which it was admitted to conduct its affairs in this state;
(c) The address of the principal office and the mailing address of the corporation;
(d) The corporation’s federal employer identification number, if any, or, if none, whether one has been applied for;
(e) The names and business street addresses of its directors and principal officers;
(f) The street address of its registered office in this state and the name of its registered agent at that office; and
(g) Such additional information as may be necessary or appropriate to enable the Department of State to carry out the provisions of this act.
(2) The deposit of such report, on or before May 1, in the United States mail in a sealed envelope, properly addressed with poSt age prepaid, constitutes compliance with subsection (1).
(3) If an annual report does not contain the information required by subsection (1), the Department of State sH all promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by subsection (1) and delivered to the Department of State within 30 days after the effective date of notice, it is deemed to be timely filed.
(4) Each annual report must be executed by the corporation by an officer or director or, if the corporation is in the hands of a receiver or trustee, must be executed on behalf of the corporation by such receiver or trustee, and the signing of the annual report sH all have the same legal effect as if made under oath, without the necessity of appending such oath thereto.
(5) The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to conduct affairs. Subsequent annual reports must be delivered to the Department of State between January 1 and May 1 of the subsequent calendar years.
(6) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(7) If an additional report is received, the department sH all file the document and make the information contained therein part of the official record.
(8) Any corporation that fails to file an annual report which complies with the requirements of this section may not maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under this act are paid, and such corporation is subject to dissolution or cancellation of its certificate of authority to conduct its affairs as provided in this act.
(9) The department sH all prescribe the forms on which to make the annual report called for in this section and may substitute the uniform business report, pursuant to s. 606.06, as a means of satisfying the requirement of this section.
History.—s. 107, ch. 90-179; s. 28, ch. 92-319; s. 74, ch. 93-281; s. 9, ch. 99-218; s. 41, ch. 2001-63.
617.1623 Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.—
(1)(a) Each corporation incorporated in this state sH all maintain a registered agent and registered office in accordance with s. 617.0501, and current information regarding the corporations incorporated in this state sH all be readily available to the public. At a minimum, such information must include the text of the charter or articles of incorporation and all amendments thereto, the name of the corporation, the date of incorporation, the street address of the principal office of the corporation, the corporation’s federal employer identification number, the name and business street address of each officer, the name and business street address of each director, the name of its registered agent, and the street address of its registered office.
(b) Any corporation which has a charter approved by a circuit judge under former chapter 617, Florida Statutes 1989, or a charter granted by the Legislature on or before September 1, 1959, the effective date of chapter 59-427, Laws of Florida, must file with the Department of State, not later than July 1, 1992, a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, together with a registration containing the provisions required in paragraph (a), as to charters and amendments granted by circuit judges, and by the Department of State, as to legislative charters, and the corporation thereafter sH all be subject to the requirements of ss. 617.0501 and 617.1622.
(c) Any such corporation which fails to comply with paragraph (b), and is not exempt from the requirements thereof pursuant to subsection (2), is, as of July 2, 1992, dissolved and thereafter may not maintain or defend any action in any of the courts in this state.
(d) Any corporation dissolved pursuant to paragraph (c) sH all be reinstated upon application to the Department of State, signed by an officer or director thereof, accompanied by a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, as to charters and amendments granted by circuit judges, and by the Department of State, as to legislative charters, together with a registration containing the provisions required in paragraph (a), and the payment of all fees due from the time of dissolution computed at the rate provided by law at the time the corporation applies for reinstatement.
(e) Whenever the application for reinstatement is approved and filed by the Department of State, the corporate existence sH all be deemed to have continued without interruption from the date of dissolution. The reinstatement terminates any personal liability of the directors, officers, or agents of the corporation incurred on account of actions taken during the period between dissolution and reinstatement. Upon reinstatement, the corporation sH all be subject to the requirements of ss. 617.0501 and 617.1622.
(2) Any corporation which has reincorporated under s. 617.0901 or former s. 617.012, Florida Statutes 1989, is exempt from the requirements of this section.
History.—s. 109, ch. 90-179; s. 75, ch. 93-281; s. 6, ch. 95-211.
617.1601 Corporate Records
617.1602 Inspection of records by members.
617.1603 Scope of inspection right.
617.1604 Court-ordered inspection.
617.1605 Financial reports for members.
617.1606 Access to records.
617.1622 Annual report for Department of State.
617.1623 Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.
617.1601 Corporate records.—
(1) A corporation sH all keep as records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(2) A corporation sH all maintain accurate accounting records.
(3) A corporation or its agent sH all maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members in alphabetical order by class of voting members.
(4) A corporation sH all maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5) A corporation sH all keep a copy of the following records:
(a) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect.
(b) Its bylaws or restated bylaws and all amendments to them currently in effect.
(c) The minutes of all members’ meetings and records of all action taken by members without a meeting for the past 3 years.
(d) Written communications to all members generally or all members of a class within the past 3 years, including the financial statements furnished for the past 3 years under s. 617.1605.
(e) A list of the names and business street, or home if there is no business street, addresses of its current directors and officers.
(f) Its most recent annual report delivered to the Department of State under s. 617.1622.
History.—s. 106, ch. 90-179; s. 69, ch. 93-281; s. 49, ch. 2009-205.
617.1602 Inspection of records by members.—
(1) A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office or at a reasonable location specified by the corporation, any of the records of the corporation described in s. 617.1601(5), if the member gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy.
(2) A member 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 member meets the requirements of subsection (3) and gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection (1).
(b) Accounting records of the corporation.
(c) The record of members.
(d) Any other books and records.
(3) A member may inspect and copy the records described in subsection (2) only if:
(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member describes with reasonable particularity his or her purpose and the records he or she desires to inspect;
(c) The records are directly connected with the member’s purpose.
(4) This section does not affect:
(a) The right of a member in litigation with the corporation to inspect and copy records to the same extent as any other litigant.
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(5) 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 member has within 2 years preceding his or her demand sold or offered for sale any list of members of the corporation or any other corporation, has aided or abetted any person in procuring any list of members 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.
(6) For purposes of this section, the term “member” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
(7) For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a member.
History.—s. 70, ch. 93-281; s. 100, ch. 97-102; s. 50, ch. 2009-205.
617.1603 Scope of inspection right.—
(1) A member’s agent or attorney has the same inspection and copying rights as the member he or she represents.
(2) The right to copy records under s. 617.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. If the records are kept in other than written form, the corporation sH all convert such records into written form upon the request of any person entitled to inspect the same. The corporation sH all bear the costs of converting any records described in s. 617.1601(5). The requesting member sH all bear the costs, including the cost of compiling the information requested, incurred to convert any records described in s. 617.1602(2).
(4) If requested by a member, the corporation sH all comply with a member’s demand to inspect the records of members under s. 617.1602(2)(c) by providing him or her with a list of its members of the nature described in s. 617.1601(3). Such a list sH all be compiled as of the last record date for which it has been compiled or as of a subsequent date if specified by the member.
History.—s. 71, ch. 93-281; s. 101, ch. 97-102.
617.1604 Court-ordered inspection.—
(1) If a corporation does not, within a reasonable time, allow a member to inspect and copy any record, and the member complies with any prerequisites to inspection and copying imposed by this section, the member may apply to the circuit court in the county where the corporation’s principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court sH all dispose of an application under this subsection on an expedited summary basis.
(2) If the court orders inspection or copying of the records demanded, it sH all also order the corporation and the custodian of the particular records demanded to pay the member’s costs, including reasonable attorney’s fees, reasonably incurred to obtain the order and enforce its rights under this section unless the corporation, or the officer, director, or agent, as the case may be, provides that it or he or she refused inspection in good faith because it or he or she had a reasonable basis for doubt about the right of the member to inspect or copy the records demanded.
(3) If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
History.—s. 72, ch. 93-281; s. 5, ch. 97-93; s. 102, ch. 97-102.
617.1605 Financial reports for members.—A corporation, upon a member’s written demand, sH all furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and which include a balance sheet as of the end of the fiscal year and a statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on such basis.
History.—s. 73, ch. 93-281; s. 51, ch. 2009-205.
617.1606 Access to records.—Sections 617.1601-617.1605 do not apply to a corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.
History.—s. 4, ch. 2010-174.
617.1622 Annual report for Department of State.—
(1) Each domestic and each foreign corporation authorized to conduct its affairs in this state sH all deliver to the Department of State for filing a sworn annual report, on such form as the Department of State prescribes, that sets forth:
(a) The name of the corporation and the state or country under the law of which it is incorporated;
(b) The date of incorporation or, if a foreign corporation, the date on which it was admitted to conduct its affairs in this state;
(c) The address of the principal office and the mailing address of the corporation;
(d) The corporation’s federal employer identification number, if any, or, if none, whether one has been applied for;
(e) The names and business street addresses of its directors and principal officers;
(f) The street address of its registered office in this state and the name of its registered agent at that office; and
(g) Such additional information as may be necessary or appropriate to enable the Department of State to carry out the provisions of this act.
(2) The deposit of such report, on or before May 1, in the United States mail in a sealed envelope, properly addressed with poSt age prepaid, constitutes compliance with subsection (1).
(3) If an annual report does not contain the information required by subsection (1), the Department of State sH all promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by subsection (1) and delivered to the Department of State within 30 days after the effective date of notice, it is deemed to be timely filed.
(4) Each annual report must be executed by the corporation by an officer or director or, if the corporation is in the hands of a receiver or trustee, must be executed on behalf of the corporation by such receiver or trustee, and the signing of the annual report sH all have the same legal effect as if made under oath, without the necessity of appending such oath thereto.
(5) The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to conduct affairs. Subsequent annual reports must be delivered to the Department of State between January 1 and May 1 of the subsequent calendar years.
(6) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(7) If an additional report is received, the department sH all file the document and make the information contained therein part of the official record.
(8) Any corporation that fails to file an annual report which complies with the requirements of this section may not maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under this act are paid, and such corporation is subject to dissolution or cancellation of its certificate of authority to conduct its affairs as provided in this act.
(9) The department sH all prescribe the forms on which to make the annual report called for in this section and may substitute the uniform business report, pursuant to s. 606.06, as a means of satisfying the requirement of this section.
History.—s. 107, ch. 90-179; s. 28, ch. 92-319; s. 74, ch. 93-281; s. 9, ch. 99-218; s. 41, ch. 2001-63.
617.1623 Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.—
(1)(a) Each corporation incorporated in this state sH all maintain a registered agent and registered office in accordance with s. 617.0501, and current information regarding the corporations incorporated in this state sH all be readily available to the public. At a minimum, such information must include the text of the charter or articles of incorporation and all amendments thereto, the name of the corporation, the date of incorporation, the street address of the principal office of the corporation, the corporation’s federal employer identification number, the name and business street address of each officer, the name and business street address of each director, the name of its registered agent, and the street address of its registered office.
(b) Any corporation which has a charter approved by a circuit judge under former chapter 617, Florida Statutes 1989, or a charter granted by the Legislature on or before September 1, 1959, the effective date of chapter 59-427, Laws of Florida, must file with the Department of State, not later than July 1, 1992, a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, together with a registration containing the provisions required in paragraph (a), as to charters and amendments granted by circuit judges, and by the Department of State, as to legislative charters, and the corporation thereafter sH all be subject to the requirements of ss. 617.0501 and 617.1622.
(c) Any such corporation which fails to comply with paragraph (b), and is not exempt from the requirements thereof pursuant to subsection (2), is, as of July 2, 1992, dissolved and thereafter may not maintain or defend any action in any of the courts in this state.
(d) Any corporation dissolved pursuant to paragraph (c) sH all be reinstated upon application to the Department of State, signed by an officer or director thereof, accompanied by a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, as to charters and amendments granted by circuit judges, and by the Department of State, as to legislative charters, together with a registration containing the provisions required in paragraph (a), and the payment of all fees due from the time of dissolution computed at the rate provided by law at the time the corporation applies for reinstatement.
(e) Whenever the application for reinstatement is approved and filed by the Department of State, the corporate existence sH all be deemed to have continued without interruption from the date of dissolution. The reinstatement terminates any personal liability of the directors, officers, or agents of the corporation incurred on account of actions taken during the period between dissolution and reinstatement. Upon reinstatement, the corporation sH all be subject to the requirements of ss. 617.0501 and 617.1622.
(2) Any corporation which has reincorporated under s. 617.0901 or former s. 617.012, Florida Statutes 1989, is exempt from the requirements of this section.
History.—s. 109, ch. 90-179; s. 75, ch. 93-281; s. 6, ch. 95-211.