Requesting Records as a Minority Member of a Florida LLC

As an owner (member) of a limited liability company (LLC), there are still plenty of external factors affecting your company that you can’t control. For members who have a minority stake in the business, this feeling might be even more amplified. Thankfully for minority members of LLCs, the Florida Revised LLC Act provides a number of statutory protections. These protections are codified in Chapter 605.0410 in the 2020 Florida Statutes. Arguably the most basic of these protections has to do with the LLC’s obligation to furnish certain records upon request. 

The LLC Must Keep Certain Records at Its Principal Office

Documents and information plenty of people would characterize as basic or rudimentary must be kept at a Florida LLC’s “principal office” or another location. Members have the statutory right to view this information during business hours after giving reasonable notice to the company. These documents include, among other things: 

  • Operating agreement and amendments;
  • Articles of organization;
  • Articles of domestication;
  • Other documents filed with state or federal agencies;
  • Federal, state, and local tax returns going back three years;
  • Copies of financial statements; and
  • Cash value of property and benefits contributed by members.

LLC members also have the right to receive, without demand, information pertaining to the LLC’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 the law. 

However, if LLC members seek further information concerning those areas, they may demand to be furnished with that information within 10 days unless the request is improper or unreasonable. In the company’s response, the LLC member must be informed how he or she may access the information and, if applicable, why certain information was not furnished.

Courts May Need to Get Involved

If an LLC member does not receive information requested under the Florida Revised LLC Act, and the member made a proper request, the appropriate circuit court may order the company to furnish and copy the pertinent records for the benefit of the requesting member. Additionally, the LLC may be on the hook for “reasonable” attorney’s fees.

The statutory right of LLC minority members to inspect company records is an important legal tool to prevent abuse by majority members. Through a court action to force the company to hand over documents, the door may be opened for minority members to assert other important rights. If nothing else, a request under Chapter 605.0410 can certainly garner the attention of majority members. 

Let Us Help You Resolve Contentious Internal Matters

Being a minority owner of a Florida business does not mean you give up all control over the business. There are a few legal tools you can use to assert your rights. However, exercising these rights should be done deliberately yet gingerly to preserve existing business relationships. Bryant Taylor Law has helped countless entrepreneurs resolve internal conflicts efficiently and effectively. To find out how we can help, schedule a business strategy session with our team today.

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