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The Florida Statutes

The 2019 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
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F.S. 605.0410
605.0410 Records to be kept; rights of member, manager, and person dissociated to information.
(1) A limited liability company shall keep at its principal office or another location the following records:
(a) A current list of the full names and last known business, residence, or mailing addresses of each member and manager.
(b) A copy of the then-effective operating agreement, if made in a record, and all amendments thereto if made in a record.
(c) A copy of the articles of organization, articles of merger, articles of interest exchange, articles of conversion, and articles of domestication, and other documents and all amendments thereto, concerning the limited liability company which were filed with the department, together with executed copies of any powers of attorney pursuant to which any articles of organization or such other documents were executed.
(d) Copies of the limited liability company’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years.
(e) Copies of the financial statements of the limited liability company, if any, for the 3 most recent years.
(f) Unless contained in an operating agreement made in a record, a record stating the amount of cash and a description and statement of the agreed value of the property or other benefits contributed and agreed to be contributed by each member, and the times at which or occurrence of events upon which additional contributions agreed to be made by each member are to be made.
(2) In a member-managed limited liability company, the following rules apply:
(a) Upon reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company:
1. The records described in subsection (1); and
2. Each other record maintained by the company regarding the company’s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the member’s rights and duties under the operating agreement or this chapter.
(b) The company shall furnish to each member:
1. Without demand, any information concerning the company’s activities, affairs, financial condition, and other circumstances that is known to the company and is material to the proper exercise of the member’s rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and
2. On demand, other information concerning the company’s activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.
(c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of:
1. The information that the company will provide in response to the demand and when and where the company will provide such information.
2. For any demanded information that the company is not providing, the reasons that the company will not provide the information.
(d) The duty to furnish information under this subsection also applies to each member to the extent the member knows any of the information described in this subsection.
(3) In a manager-managed limited liability company, the following rules apply:
(a) The informational rights stated in subsection (2) and the duty stated in paragraph (2)(d) apply to the managers and not to the members.
(b) During regular business hours and at a reasonable location specified by the company, a member may inspect and copy:
1. The records described in subsection (1); and
2. Full information regarding the activities, affairs, financial condition, and other circumstances of the company as is just and reasonable if:
a. The member seeks the information for a purpose reasonably related to the member’s interest as a member; or
b. The member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information, and if the information sought is directly connected to the member’s purpose.
(c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall, in a record, inform the member who made the demand of:
1. The information that the company will provide in response to the demand and when and where the company will provide the information; and
2. The company’s reasons for declining, if the company declines to provide any demanded information.
(d) If this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member’s decision.
(4) Subject to subsection (10), on 10 days’ demand made in a record received by a limited liability company, a person dissociated as a member may have access to information to which the person was entitled while a member if:
(a) The information pertains to the period during which the person was a member;
(b) The person seeks the information in good faith; and
(c) The person satisfies the requirements imposed on a member by paragraph (3)(b).
(5) A limited liability company shall respond to a demand made pursuant to subsection (4) in the manner provided in paragraph (3)(c).
(6) A limited liability company may charge a person who makes a demand under this section the reasonable costs of copying, which costs are limited to the costs of labor and materials.
(7) A member or person dissociated as a member may exercise rights under this section through an agent or, in the case of an individual under legal disability or an entity that is dissolved or its existence terminated, through a legal representative. A restriction or condition imposed by the operating agreement or under subsection (10) applies both to the agent or legal representative and the member or person dissociated as a member.
(8) Subject to subsection (9), the rights under this section do not extend to a person as transferee.
(9) If a member dies, s. 605.0504 applies.
(10) In addition to a restriction or condition stated in the operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. This subsection does not apply to the request by a member for the records described in subsection (1).
History.s. 2, ch. 2013-180; s. 6, ch. 2015-148; s. 72, ch. 2016-10; s. 250, ch. 2019-90.