Miami business attorney Aaron Resnick of Law Offices of Aaron Resnick handles books and records disputes in Florida for owners and members.
Short Answer
Florida LLC members and corporate shareholders may have statutory rights to inspect defined company records, subject to the governing law, ownership status, proper purpose requirements, and the scope of the request. A records demand should be precise. Asking for every document the company has ever created can slow the process and create avoidable objections. The useful demand identifies the ownership right, the reason for inspection, and the financial or governance records needed to answer a specific concern, such as missing distributions, related party payments, dilution, or a disputed buyout value.
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over 25 years representing business owners in disputes. As seen in The New York Times, Wall Street Journal, and Miami Herald.
Tell Aaron what happened. What you asked to see, what the company handed over, and what they refused.
What Changes the Answer?
Your ownership status, the entity and the records requested change the answer.
Florida LLC inspection rights arise under chapter 605, Florida Statutes; corporate shareholder rights under chapter 607, Florida Statutes; and general partnership rights under chapter 620, Florida Statutes. The notice, purpose and access requirements are not interchangeable.
For an LLC, distinguish member management from manager management. For a corporation, distinguish basic records from accounting and other records requiring a proper purpose. An LLC agreement cannot unreasonably restrict statutory information rights. A corporation's articles or bylaws cannot abolish or limit the statutory inspection right. Match the request to the suspected transaction rather than demand every file.
A corporate inspection application under chapter 607, Florida Statutes goes to circuit court. In Miami Dade County that is the Eleventh Judicial Circuit, in Broward County the Seventeenth, and in Palm Beach County the Fifteenth.
Bring proof of ownership, the agreement, dated requests, responses, missing record categories and any impending vote or closing. Write down which records were refused and on what date; a vague sense that access got harder is not a demand.
What Does a General Example Look Like?
This is a general example, not a client matter. Two owners hold equal shares in a Miami import corporation. One owner sees unexplained payments to a supplier connected to the other owner. The shareholder agreement permits inspection subject to confidentiality terms, but the corporation provides only a summary spreadsheet. The requesting shareholder identifies the payments, the concern and the related invoices, bank statements and accounting entries. Counsel could assess a focused statutory demand, negotiate a practical inspection arrangement or seek a court order if the requirements are met. Access to the records would help test the concern; the payments alone do not establish misconduct.
Send the parties, the problem and the next date; the firm reviews every inquiry and tells you whether it can help.
| Ownership role | Rule and request to check |
|---|---|
| LLC member | Management structure and chapter 605, Florida Statutes |
| Corporate shareholder | Record category and chapter 607, Florida Statutes |
| General partner | Partnership books and chapter 620, Florida Statutes |
| Former owner | Any continuing rights and the period covered |
An LLC records demand must follow the information rights in chapter 605, Florida Statutes and the limits on agreement restrictions in chapter 605, Florida Statutes. Basic records and broader records demands do not share one universal proper purpose test.
A corporate shareholder's demand follows chapter 607, Florida Statutes; a court application for inspection follows chapter 607, Florida Statutes. A general partner's access to partnership books follows chapter 620, Florida Statutes.
Identify the entity and the records refused before choosing a demand or court procedure. The circuit counties are listed in chapter 26, Florida Statutes.
When Does This Become Urgent?
- Records are being deleted, altered, moved, or controlled by one owner.
- A buyout, capital call, distribution decision, or ownership vote is imminent.
- Bank, tax, or accounting information suggests transfers you cannot explain.
What Usually Goes Wrong?
- Sending a broad emotional demand with no proper purpose or useful categories.
- Accepting a selective spreadsheet when the underlying statements and ledgers matter.
- Waiting until after a transaction closes or an ownership vote occurs.
Why Does Miami Experience Matter?
The records that matter vary by Miami business. A restaurant dispute may turn on merchant processing and management fees. A real estate venture may turn on closing statements, capital accounts, and related entity payments. An international company may require tracing wires and affiliate invoices. Experience with Miami businesses helps narrow the demand to the records that reveal the answer quickly, which is more effective than asking for a warehouse of paper.
Local proof: Aaron Resnick's background
What Should You Have Ready?
- Proof of ownership and the documents governing inspection rights.
- Prior requests and every response or production received.
- A list of the specific transactions or decisions you are investigating.
- The last financial information you received and when regular access stopped.
- Any deadline tied to a vote, sale, buyout, tax filing, or distribution.
What Typically Happens Next?
Counsel confirms the legal basis and purpose, then sends a focused written demand identifying the records and a reasonable inspection method. If the company produces incomplete material, the gaps are documented. Negotiation sometimes resolves access. When it does not, Florida law may permit a court ordered inspection and other relief. The production then becomes the factual foundation for any accounting, fiduciary duty, buyout, or dissolution strategy.
Related Questions and Reading
- What Can I Do If My Business Partner Is Taking Money?
- Can a Minority Shareholder Be Frozen Out in Florida?
- What Documents Should I Gather Before a Partnership Dispute Consultation?
- partnership and shareholder disputes
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Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami attorney. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner. The Law Offices of Aaron Resnick represents business owners, partners, members and shareholders in Miami Dade, Broward and Palm Beach counties in partnership, LLC and shareholder disputes, buyouts and dissolutions. Call 305-672-7495 or request a consultation.
This is general information, not legal advice. Viewing this page or contacting the firm does not create an attorney-client relationship. Deadlines can be short. If your matter is time sensitive, call the office at 305-672-7495.
This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.
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