A Comprehensive Operating Agreement may Minimize Litigation with Respect to Future Records Requests for a Florida LLC
Florida Statutes § 605.0410 governs what records are required to be kept by Florida Limited Liability Companies (“Companies”), and the rights of its Members, Managers, and dissociated persons to request such information. Disputes over records requests can create unnecessary litigation that can be minimized by addressing Members’ rights in an operating agreement.
While the statute defines what is required to be kept in sections (1) (a-f), there are documents that are not specifically covered. The prudent approach to minimize future problems with a records request is to detail what books and records an LLC is required to keep in addition to the statute and for how long. In addition, providing details on the Members inspection rights, and any costs associated therewith can limit ambiguity, as well as identifying the frequency of inspection rights per year. Moreover, any reasonable restrictions on inspection should be set out in an operating agreement including whether a member must enter into a confidentiality agreement before receiving responsive documents. These are but a few areas that can be addressed in an operating agreement with proper planning to avoid unnecessary litigation.
At The Foodman Firm, our trial attorneys have extensive experience in litigating issues involving records requests, and we can assist in drafting operating agreements in an attempt to minimize future litigation involving such requests.