Shareholder list and books for a Florida corporation

Florida's MBCA-based records framework

Florida adopted the Model Business Corporation Act and its corporate records framework follows the MBCA approach. Section 607.1601 specifies the records every corporation must keep. Among them is a 'record of shareholders', the Florida equivalent of the stock ledger, containing:

• The names and addresses of all shareholders
• The number, class, and series of shares held by each
• The dates of issuance and transfer

The record may be in any form. The corporation must be able to convert the record to written form within a reasonable time on demand.

Two-tier inspection (§ 607.1602)

Florida distinguishes between two categories of records for inspection:

Tier 1, basic records. The shareholder list and certain other basic documents (articles, bylaws, recent shareholder meeting minutes, recent communications, current officers and directors) are accessible to any shareholder on five business days' written notice, without a showing of proper purpose.

Tier 2, sensitive records. Accounting records, minutes of board meetings, and the underlying detail of the shareholder list require (i) a good-faith demand stating a proper purpose, (ii) the demand describing the records with reasonable particularity, and (iii) the records being directly connected to the stated purpose.

The two-tier approach is a key feature of MBCA-based statutes. It balances broad access to public-facing information with protection of sensitive operational records.

Meeting shareholder list (§ 607.0720)

FBCA § 607.0720 specifically addresses the shareholder list for meetings. Beginning two business days after notice of meeting is given and continuing through the meeting, the list of shareholders entitled to vote must be available for inspection by any shareholder at the corporation's principal office or at another place identified in the notice.

The meeting list must show:

• The name of each shareholder
• The address of each shareholder
• The number of shares held by each

Shareholders, their agents, and attorneys may inspect the list and copy it (at the shareholder's expense) during regular business hours.

Record location and form

Florida requires the corporate records, including the shareholder record, to be available at the principal office (or, in some cases, at another reasonably accessible location). The records may be electronic, but must be convertible to clearly legible written form within a reasonable time. Most modern Florida corporations maintain digital shareholder records with the principal office as the primary access location.