Corporate Appraisal and Dissenters'-Rights Procedure by State
When may a shareholder of an ordinary domestic private business corporation demand appraisal after a merger, share exchange, asset disposition, conversion, domestication, or charter amendment, and what ownership, voting, notice, demand, deposit, payment, objection, petition, withdrawal, and cost rules govern?
Jurisdictions
49 of 51 verified so far
Statutes checked
Every entry, oldest check September 5, 2026
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What this survey covers
Appraisal is a sequence, not a single objection. This survey first identifies the corporate actions and shares for which the statute makes the remedy available, then follows the statutory route through ownership, notice, voting, demand, post-effective forms or deposits, corporation payment, supplemental demand, withdrawal, and any court proceeding.
The table keeps that procedure separate from disputed entitlement facts, valuation, transaction fairness, fiduciary or disclosure claims, securities and tax law, and litigation strategy.
Why the state architecture matters
California defines dissenting shares through four cumulative conditions. The current statute requires qualifying shares, a prescribed voting posture, a demand under Section 1301, and submission for endorsement under Section 1302; it defines the dissenting shareholder as the record holder. Cal. Corp. Code § 1300(b)-(c) (accessed September 5, 2026).
The District of Columbia lists merger, share-exchange, qualifying asset- disposition, fractional-share amendment, domestication, and conversion routes, then separately limits several routes for covered securities, organized-market shares, and redeemable investment-company shares. D.C. Code § 29-311.02(a)-(b) (accessed September 5, 2026).
Delaware combines standing and preservation at the outset: a stockholder must hold when making the demand, hold continuously through effectiveness, comply with the demand procedure, and neither vote for nor consent to the transaction. Its meeting route says a proxy or vote against the transaction is not the required separate written demand. 8 Del. C. § 262(a),(d)(1) (accessed September 5, 2026).
Wyoming uses a staged post-effective form. The notice must go no later than 10 days after effectiveness and set a corporation-receipt deadline no fewer than 40 and no more than 60 days after the notice and form are sent; the shareholder must return the signed form and deposit certificated shares as directed. Wyo. Stat. §§ 17-16-1322 to -1323 (accessed September 5, 2026).
Scope boundaries
This survey reports statutory entitlement and procedure. It does not decide whether a real transaction, share, holder, notice, vote, consent, demand, deposit, payment, or court filing satisfies the law. It does not calculate fair value or interest, choose a valuation method, predict costs or fees, draft a demand or pleading, recommend appraisal, or resolve fiduciary, disclosure, securities, tax, accounting, bankruptcy, contract, evidence, or litigation questions.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, corporation, shareholder, and transaction scope | Merger, exchange, asset-sale, amendment, conversion, and domestication triggers | Market-out, public-company, consideration, and governing-record expansion | Record/beneficial ownership, nominees, continuous holding, and share scope | Meeting, consent, short-form, and post-effective notice | Pre-vote intent, demand form and delivery, and voting consequences | Post-effective appraisal notice, form, share deposit, and deadline | Corporation payment/offer, supplemental demand, and withdrawal | Court petitioner, venue, timing, discovery, costs, and interest | Fair-value, fiduciary, securities, tax, and litigation boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-05 | Alabama Business Corporation Law Article 13; record, beneficial, or voting-trust beneficial stockholder; issuer or merger survivor for later procedure (§ 10A-2A-13.01) |
Qualifying merger/parent merger, acquired-company stock exchange, voted asset disposition, fractional-share amendment, foreign-corporation conversion with less-favorable interests, nonprofit/unincorporated conversion; governing records/board may add rights (§ 10A-2A-13.02(a)) |
Covered security, ≥2,000 record holders, and redeemable open-end investment stock generally excluded; nonqualifying consideration/interested-transaction exceptions and asset-sale distribution/certificate rules. Preferred rights may be limited only within voting/entity-type and one-year protections (§ 10A-2A-13.02(b)-(c)) |
Record partial position requires all class/series shares for each represented beneficial/voting-trust owner plus name/address; beneficial/voting-trust owner needs record-holder consent by form deadline and all owned class/series stock. No separate continuous-holding rule; acquisition certification affects withholding (§§ 10A-2A-13.03, -13.22, -13.25) |
Meeting/offer and consent notices state corporate appraisal conclusion and include Article 13 when rights are/may be available; financials ≤16 months plus latest interim. Parent-merger effective notice within 10 days (§ 10A-2A-13.20) |
Meeting: written intent before vote and no class/series stock voted for. Consent: no favorable consent. Qualifying offer: intent before purchase and no tender. Failure bars payment (§ 10A-2A-13.21) |
Notice/form from effectiveness through day 10; announcement/acquisition and nonapproval certifications, estimate, destinations, count-information and withdrawal dates, plus Article 13. Form window 40-60 days; late form or required certificate deposit bars payment (§§ 10A-2A-13.22 to -13.23) |
Cash estimate+quarterly-compounded interest within 30 days after form deadline; uncertified acquisition timing may trigger an offer. Supplemental demand within 30 days after payment/offer. Withdrawal date within 20 days after form deadline; later only with corporate written consent (§§ 10A-2A-13.23 to -13.26) |
Corporation petitions within 60 days after unsettled demand or pays it; designated court, then principal/most-recent-registered-office county circuit court. All unsettled holders joined; civil discovery, appraisers, no jury; costs default to corporation with misconduct/noncompliance shifts (§§ 10A-2A-13.30 to -13.31) |
Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount; interest from effectiveness, quarterly compounded at 5 points over Federal Reserve discount rate. Other postapproval challenges limited with authorization, fraud/disclosure, interested-transaction, and short-notice-consent exceptions (§§ 10A-2A-13.01(3)-(4), -13.40) |
| Alaska verified 2026-09-05 | Alaska Corporations Code §§ 10.06.574-.580 plus Entity Transactions Act § 10.55.109; record shareholder of an ordinary domestic corporation (§§ 10.06.574, .990(40)) |
Merger, consolidation, share exchange, qualifying all/substantially-all asset sale or exchange; merger-equivalent conversion/domestication when the interest changes, converts, or exchanges. No standalone charter-amendment trigger (§§ 10.06.574(a), 10.55.109(a)) |
Surviving holder excluded when no survivor vote; national-exchange class/series excluded at meeting record date unless articles opt in. No express consideration exception. Entity organic rules, plan, or board may add contractual rights, subject to statutory limits (§§ 10.06.574(c)-(d), 10.55.109) |
“Shareholder” means record holder; partial dissent expressly allowed and treated as separately registered positions. No direct beneficial-owner or continuous-holding rule; transferee receives only the original dissenter's rights (§§ 10.06.574(b), .576(g), .990(40)) |
Merger/exchange and asset-sale meeting notice is at least 20 days and includes dissent statutes; 90%-owned subsidiary route mails the plan. Authorization notice is due within 10 days after the vote to objectors and notice-exempt holders (§§ 10.06.544, .556, .568, .576(b)) |
Before or at meeting: file written objection/election/demand with name, residence, number/classes, and claimed fair-value payment; no advance objection if meeting notice was missing. Corporation may treat favorable vote as abandoning dissent (§ 10.06.576(a)-(b)) |
Notice-exempt holder files election within 20 days after authorization notice; specified transaction holders file within 20 days after plan/resolution mailing. Submit issued certificates at election or within 30 days for notation and return; uncertificated holder receives a separate notation record. Loss requires the corporation's timely 45-day warning, subject to court relief (§ 10.06.576(c), (f)-(g)) |
Certified-mail offer due within 15 days after later of election-period expiry or completion; after completion, advance payment follows certificate/uncertificated status. Written price objection or certificate submission due within 30 days. Withdrawal generally before acceptance and ≤60 days after completion, with late-offer extension and later-consent rule (§§ 10.06.576(e), .578) |
Corporation petitions within 20 days after the 30-day response window; if it fails, dissenter may file in corporation's name within another 30 days, subject to good-cause relief. Registered-office judicial district; all rejecters joined; plenary/exclusive jurisdiction and optional appraisers. Each party ordinarily bears own costs; interest is court-set from vote date (§ 10.06.580) |
Court value is as of close of business the day before the approval vote; statute names transaction effects, customary market methods, and other relevant factors without deciding value. No separate reference date stated for a no-vote transaction; no fiduciary, securities, tax, or strategy conclusion (§ 10.06.580(c)) |
| Arizona verified 2026-09-05 | Arizona business-corporation dissenters’ chapter, Title10 Chapter13; domestic shareholder eligibility, record/beneficial owners, issuer or merger/exchange survivor/acquirer (§§ 10-1301-.1302) |
Vote-entitled approval-required merger, subsidiary merger, acquired interest exchange, outside-course all/substantially-all sale/exchange, specified adverse charter amendments; less-favorable domestication/conversion/division interests. Governing records may add voted actions (§ 10-1302(A)) |
Redeemable registered-investment-company securities excluded. Unless articles restore rights: exchange-registered, Nasdaq national-market-system, or ≥2,000-record-holder class/series excluded at voting record date. Asset sale has court-order/cash-distribution exceptions (§ 10-1302(A)(3), (C)-(D)) |
Record partial holding: all shares beneficially owned by each represented owner plus written name/address disclosure. Beneficial assertion requires record-holder consent by assertion and all owned/vote-directed shares; pre-announcement ownership affects payment (§§ 10-1303, -1322(B)(3), -1327) |
Meeting notice states rights are/may be available and includes article. No-vote action: written action notice plus dissenters’ notice to all entitled holders; no separate tender-offer preservation route in these provisions (§§ 10-1320-.1322) |
Meeting: written intent delivered before vote and no favorable vote; failure bars payment. Later separate demand, ownership certification and certificate deposit follow notice. No-vote route proceeds under action notice (§§ 10-1320(B), -1321, -1323) |
Dissenters’ notice no later than 10 days after action is taken, with form, deposit/transfer instructions, announcement date and article; demand receipt 30-60 days after delivery. Late demand/required deposit bars payment (§§ 10-1322-.1324) |
Estimate+interest as soon as action taken, or on demand receipt for no-vote action; after-acquired withholding/settlement offer allowed. Supplemental demand within 30 days after payment/offer; 60-day failure-to-act reset. No express voluntary withdrawal clock here (§§ 10-1325-.1328) |
Corporation petitions within 60 days after unsettled demand or pays it; principal-office/known-place-of-business county. All unsettled dissenters, civil discovery, master and no jury. Costs must shift if value does not materially exceed offer or holder misconduct; related fee discretion (§§ 10-1330-.1331) |
Fair value immediately before effectuation; anticipated change excluded unless inequitable. Interest effective-date to payment at principal-bank-loan average or equitable rate; other challenges only unlawful/fraudulent exception (§§ 10-1301(4)-(5), -1302(B)) |
| Arkansas verified 2026-09-05 | Arkansas Business Corporation Act §§ 4-27-1301 to -1331; record or beneficial shareholder; issuer or merger/exchange survivor or acquirer (§ 4-27-1301) |
Conversion, approval-required or parent merger, acquired-company share exchange, qualifying all/substantially-all sale, specified adverse charter amendments; governing records/board may add voted actions. No express domestication trigger (§ 4-27-1302(a)) |
No public-market, holder-count, consideration, or preferred-share exclusion in the appraisal subchapter; articles/bylaws/board may add voted actions for voting or nonvoting shares (§ 4-27-1302(a)(6)) |
Record partial position must cover all shares beneficially owned by each represented person plus name/address; beneficial owner needs record-holder consent by assertion and all owned or vote-directed shares. No express continuous-holding rule; announcement-date ownership affects withholding (§§ 4-27-1303, -1322, -1327) |
Meeting notice states rights are/may be available and includes the appraisal subchapter. No-vote action requires written action notice plus dissenters' notice; no separate consent or tender-offer procedure stated (§ 4-27-1320) |
Meeting: written intent before vote and no favorable vote; failure bars payment. No-vote action proceeds under later notice (§ 4-27-1321) |
Notice no later than 10 days after action taken; demand/deposit destinations, transfer restrictions, announcement/acquisition form, and appraisal subchapter. Corporation-set demand window 30-60 days; late demand or required certificate deposit bars payment (§§ 4-27-1322 to -1324) |
Estimate+interest when action taken or demand received; post-announcement holders may receive an offer. Additional demand within 30 days after payment/offer; 60-day no-action return/restart. No express voluntary-withdrawal rule (§§ 4-27-1325 to -1328) |
Corporation petitions within 60 days after unsettled additional demand or pays it; principal/registered-office county circuit court. All unsettled dissenters joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers; no special jury rule stated. Costs default to corporation with misconduct/noncompliance shifts (§§ 4-27-1330 to -1331) |
Fair value immediately pre-effect, anticipated change excluded unless inequitable; interest at principal-bank-loan average or fair/equitable rate. Other challenge only if action unlawful or fraudulent as to shareholder/corporation; other advice remains outside scope (§§ 4-27-1301(3)-(4), -1302(b)) |
| California verified 2026-09-05 | Cal. Corp. Code ch. 13, §§ 1300-1313; recordholder-based cash-purchase procedure |
Qualifying merger, exchange, or sale-of-assets reorganization; short-form merger; conversion via § 1159; no standalone amendment/domestication trigger in ch. 13 |
National-exchange exclusion, displaced for transfer restrictions or nonqualifying consideration; no express general articles-expansion route (§ 1300(b)(1)) |
Recordholder route; shares outstanding on voting record date; voting posture, demand, and submission all required; transferee of record included (§ 1300(b)-(c)) |
Approval notice within 10 days with cited sections, corporate price/offer, and procedure; at least 20 days' pre-effective notice for short-form merger (§§ 1301(a), 1110(h)) |
Separate written demand by meeting date, or within 30 days after specified notice; give record-held number/class and claimed value; separate voting condition applies (§§ 1300(b)(2), 1301(b)-(c)) |
Within 30 days after approval/short-form notice, submit certificates for endorsement or identify uncertificated shares in writing (§ 1302) |
If price/status agreed, judgment-rate interest and payment within 30 days after agreement or conditions; withdrawal needs corporation consent (§§ 1303, 1309(d)) |
Shareholder or interested corporation may complain in proper-county superior court within 6 months; appraisers and equitable costs, with a >125% discretionary fee branch (§§ 1304-1305) |
Fair-market-value date immediately before first announcement; statutory exclusivity/control/vote-validity exceptions; no valuation or strategy conclusion (§§ 1300(a), 1312) |
| Colorado verified 2026-09-05 | Colorado Business Corporation Act Article 113; domestic for-profit issuer, merger survivor for later procedure; record holder or beneficial owner with a qualifying filed certificate (§§ 7-101-401(11), (30), 7-113-101(2)) |
Qualifying merger/parent merger, acquired-share exchange, corporation or controlled-entity asset disposition, fractional-share amendment, nonprofit or unincorporated conversion, nonsurviving division; governing records/board may add listed actions. No express domestication trigger (§ 7-113-102(1)) |
Covered security, organized market with ≥$20m qualifying value, and redeemable open-end investment shares generally excluded; nonqualifying consideration and interested-transaction exceptions. Articles may limit preferred-share rights subject to one-year protection (§ 7-113-102(2)-(3)) |
Nominee partial record position requires every class/series share for each represented owner plus name/address/TIN; beneficial owner needs record-holder consent by form deadline and all owned class/series shares. No separate continuous-holding rule; acquisition certification affects withholding (§§ 7-113-103, -203, -206) |
Meeting and consent notices state the corporation's appraisal conclusion and include Article 113 when rights are/may be available; financials ≤16 months old plus latest quarter. Parent-merger effective notice within 10 days; consent has solicitation and postapproval notices (§ 7-113-201) |
Meeting: intent notice delivered before vote and no class/series shares voted for. Less-than-unanimous consent: no favorable consent; no separate advance-intent requirement stated. Failure bars payment demand (§ 7-113-202) |
Notice/form from effectiveness through day 10; announcement/acquisition and nonapproval certifications, estimate, destinations, count-information and withdrawal dates, plus Article 113. Form window 40-60 days; late form or required certificate deposit bars payment (§§ 7-113-203 to -204) |
Cash estimate+interest within 30 days after form deadline; after-acquired treatment may use an offer. Supplemental demand within 30 days after payment/offer. Withdrawal deadline is within 20 days after form deadline; later withdrawal needs corporate written consent (§§ 7-113-204 to -207) |
Corporation petitions within 60 days after unresolved demand or pays demanded cash+interest; district-court venue follows principal office, registered agent, then Denver. All unresolved holders joined; civil discovery, appraisers, no jury; costs default to corporation with misconduct/noncompliance fee shifts (§§ 7-113-301 to -302) |
Fair value immediately pre-effect, using customary/current techniques without minority or marketability discount except specified amendment rights; interest runs from effectiveness at the cross-referenced legal rate. Postapproval challenges are limited with express authorization, fraud, interested-transaction, and short-notice consent exceptions (§§ 7-113-101(3)-(4), -401) |
| Connecticut verified 2026-09-05 | Connecticut Business Corporation Act §§ 33-855 to -872; record and beneficial shareholder; issuer or merger survivor for later procedure (§ 33-855) |
Qualifying merger/parent merger, acquired-company share exchange, voted asset disposition, fractional-share amendment, benefit-corporation changes, qualifying division; governing records/board may add listed actions. No general conversion or domestication trigger (§ 33-856(a)) |
Covered security, organized market with ≥2,000 holders/≥$20m qualifying value, or redeemable open-end investment shares generally excluded; nonqualifying consideration/interested-transaction exceptions. Preferred rights may be limited subject to voting and one-year protections (§ 33-856(b)-(c)) |
Record partial position requires all class/series shares for each represented beneficial owner plus name/address; direct beneficial owner needs record-holder consent by form deadline and all owned class/series shares. No separate continuous-holding rule; acquisition certification affects withholding (§§ 33-857, -862, -867) |
Meeting/offer and consent notices state corporate appraisal conclusion and include §§ 33-855 to -872 when rights are/may be available; parent-merger effective notice within 10 days. Annual financials ≤16 months plus latest interim (§ 33-860) |
Meeting: written intent before vote and no class/series shares voted for. Consent: no favorable consent. Qualifying offer: intent before purchase and no tender. Failure bars payment (§ 33-861) |
Notice/form from effectiveness through day 10; announcement/acquisition and nonapproval certifications, estimate, destinations, count-information and withdrawal dates, plus governing sections. Form window 40-60 days; late form or required certificate deposit bars payment (§§ 33-862 to -863) |
Cash estimate+judgment-rate interest within 30 days after form deadline; uncertified acquisition timing may trigger an offer. Further demand within 30 days after payment/offer. Withdrawal date within 20 days after form deadline; later only with corporate written consent (§§ 33-863, -865, -867, -868) |
Corporation petitions within 60 days after unsettled demand or pays it; principal/registered-office judicial-district Superior Court. All unsettled holders joined; civil discovery, appraisers, no jury; costs default to corporation with misconduct/noncompliance shifts (§§ 33-871 to -872) |
Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount except specified amendment rights; interest from effect at then-current judgment rate. Appraisal is exclusive against a covered action whether or not pursued; other advice remains outside scope (§§ 33-855(3)-(4), 33-856(d)) |
| Delaware verified 2026-09-05 | Delaware General Corporation Law § 262; record stockholder or qualifying direct-demanding beneficial owner of Delaware corporation; Court of Chancery appraisal against survivor/resulting/converted entity (§ 262(a), (d)(3), (e)) |
Listed statutory merger/consolidation, conversion, transfer, domestication, or continuance routes; excludes § 251(g) holding-company merger and specified inbound § 265/§ 388 transactions. Certificate may add rights for amendment, constituent merger/consolidation, all/substantially-all asset sale, § 266 conversion, or § 390 transfer/domestication/continuance. No general share-exchange trigger (§ 262(b)-(c)) |
Listed or >2,000-holder class generally excluded at meeting/consent record date or immediately before § 251(h) agreement; survivor shares excluded when § 251(f) removes vote. Nonqualifying consideration and minority-subsidiary §§ 253/267 exceptions restore rights. Listed-share case dismissed unless >1%, >$1m, or §§ 253/267 merger (§ 262(b), (g)) |
Record holder holds at demand, continuously through effect, complies, and neither votes for nor consents. Direct beneficial owner demand allowed if continuous ownership, record holder identified, documentary proof and truth statement supplied, and notice address provided. Demand may cover any/all shares (§ 262(a), (d)(1)-(3)) |
Meeting notice ≥20 days before, states rights and includes § 262 or free public link; separate pre-vote demand and effective-date notice within 10 days. Consent, § 251(h), § 253, and § 267 routes allow notice before effect or within 10 days after and a 20-day demand (§ 262(d)(1)-(2)) |
Meeting holder delivers separate writing before vote, reasonably identifying holder and appraisal intent; designated-system electronic transmission allowed. Proxy or negative vote is not demand. Holder neither votes for nor consents; noncompliance defeats right. Alternative routes use postapproval 20-day written demand (§ 262(a), (d)) |
No corporation appraisal form, estimate, or prepetition certificate deposit. Meeting route sends effectiveness notice within 10 days; alternative-route approval/effective-date notices govern. After petition, Court may require certificates submitted to Register in Chancery for notation and may dismiss noncomplier (§ 262(d), (g)) |
No corporation-estimate payment/offer or supplemental-value-demand stage. Unjoined, nonfiling eligible person may withdraw within 60 days after effect; later withdrawal requires entity written approval, and dismissal from a pending proceeding requires Court approval. Entity may make pre-judgment cash payment to narrow later interest base (§ 262(e), (h), (k)) |
Survivor/resulting/converted entity or eligible person petitions Court of Chancery within 120 days after effect; no timely petition ends all rights. Entity files verified demander list within 20 days after service. Court decides entitlement and value under its rules; listed-share dismissal gate, equitable costs, pro-rata expense/attorney/expert allocation. Default interest compounds quarterly at 5 points over Federal Reserve discount rate, subject to good-cause discretion and prepayment (§ 262(e)-(k)) |
Court uses all relevant factors and excludes value from accomplishment/expectation of transaction. Section 262 does not decide entitlement on disputed facts, valuation method, fiduciary/disclosure claims, securities, tax, evidence, settlement, or strategy (§ 262(h)) |
| District of Columbia verified 2026-09-05 | D.C. Business Corporation Act, D.C. Code §§ 29-311.01 to -311.31; record and beneficial shareholders; issuer and, for later procedure, merger survivor (§ 29-311.01(2)-(3), (8), (10)) |
Approval-required merger and § 29-309.05 subsidiary merger; acquired-corporation exchange; qualifying asset disposition; cash-out fractional amendment; materially adverse domestication; conversion; articles/bylaws/board expansion (§ 29-311.02(a)) |
Covered securities, organized-market shares meeting 2,000-holder/$20 million test, and redeemable registered investment-company shares limited for triggers (1)-(4), (6), measured at meeting record date or day before no-meeting action; nonqualifying consideration and interested-transaction exceptions; governing-record/board expansion (§ 29-311.02(a)(5), (b)) |
Record holder may split only by beneficial owner and must identify each owner; beneficial holder needs record-holder consent by form deadline and must assert all class/series shares. No express continuous-holding rule; announcement-date acquisition affects payment treatment (§§ 29-311.03, -311.12 to -311.15) |
Meeting notice says rights are, are not, or may be available and includes subchapter when applicable; consent notice goes at solicitation and with notice to nonconsenters/nonvoters; subsidiary-merger notice/form within 10 days after effectiveness; financials included unless waived (§§ 29-311.10, -311.12) |
Meeting holder delivers written intent before vote and does not vote/permit class or series shares in favor; less-than-unanimous written-consent holder does not sign favorable consent. Failure ends payment right (§ 29-311.11) |
Appraisal notice/form due from effectiveness through day 10; form states announcement date, acquisition and nonapproval certifications, estimate, and directions. Corporation-receipt deadline is 40-60 days after sending; timely form and certificate deposit required; withdrawal deadline within 20 days after form date (§§ 29-311.12 to -311.13) |
Ordinary estimate-plus-interest payment within 30 days after form due; after-acquired shares may receive offer with 30-day acceptance and 10/40-day payment rules. Further demand due within 30 days after payment/offer. Timely withdrawal by stated date; later withdrawal needs written consent (§§ 29-311.13 to -311.16) |
Corporation petitions Superior Court within 60 days after unsettled further demand or pays demanded amount plus interest; all unsettled holders joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers, no jury. Costs default to corporation with equitable shifts and direct-payment-suit expenses (§§ 29-311.30 to -311.31) |
Fair value immediately before effectiveness, using customary/current methods without marketability or minority discount except when appropriate for the fractional-share amendment; judgment-rate interest from effectiveness. No valuation, fiduciary, securities, tax, or strategy conclusion (§ 29-311.01(4)-(5)) |
| Florida verified 2026-09-05 | Fla. Stat. §§ 607.1301-.1340; domestic corporation; shareholder includes record, beneficial, and voting-trust beneficial owner (§ 607.1301(4), (9)) |
Approval-required domestication/conversion; qualifying merger, exchange, asset disposition, fractional-share or specified adverse amendment; governing-record/board-created rights; special corporation routes (§ 607.1302(1)) |
Covered-security, organized/comparable-market ≥2,000-holder/$20M, and redeemable-fund limits; interested-transaction override; articles/bylaws/board may add rights; preferred articles may limit them subject to exceptions (§ 607.1302(1)(f), (2)-(3)) |
Record, beneficial, or voting-trust owner; all beneficial shares of class/series; pre-record-date acquisition; record consent for direct beneficial assertion; partial nominee assertion allowed with conditions (§§ 607.1301(9), 607.1303) |
Meeting/offer states whether rights are, are not, or may apply; 10-day post-effect short-form notice; consent notices at solicitation and ≥10 days pre-effect; statute copy plus recent financials when rights may apply (§ 607.1320) |
Meeting: pre-vote written intent for all beneficial shares and no favorable vote; consent: own at record date, assert all, do not consent; offer-merger: pre-purchase intent and no tender (§ 607.1321) |
Appraisal form sent from effectiveness through day 10; corporation sets 40-60-day receipt deadline and certificate-deposit location/date; signed form + required deposit perfects rights and ends ordinary shareholder rights (§§ 607.1322-.1323) |
Form carries corporation estimate/offer and shareholder acceptance or counter-demand; accepted offer paid within 90 days after form receipt; corporation may prepay counter-demand; timely withdrawal, then corporation consent (§§ 607.1322-.1326) |
Corporation petitions within 60 days after unsettled demand; shareholder may file in corporation's name if it does not; circuit court, all demanders joined, optional appraisers, discovery, no jury; cost/fee allocation and 10-day judgment payment (§§ 607.1330-.1331) |
Value immediately before effectiveness, customary/current methods, anticipatory change excluded unless inequitable, no marketability/minority discount; completed action challenge limited to authorization or fraud/misrepresentation/omission (§§ 607.1301(5), 607.1340) |
| Georgia verified 2026-09-05 | O.C.G.A. art. 13, §§ 14-2-1301 to -1332; record shareholder entitlement and procedure; beneficial holder acts through record holder (§§ 14-2-1301, -1303) |
Qualifying merger; acquired-corporation exchange; approval-required substantially-all property sale/exchange; cash fractional-share amendment; § 14-2-1805 action; governing-record/board-granted voted action; specified division; no general conversion/domestication trigger (§ 14-2-1302(a)) |
Listed or >2,000-record-holder class/series excluded, except specified nonpublic/differential merger or exchange consideration or articles/board restoration; Article 9, articles, bylaws, or board may add voted-action rights (§ 14-2-1302(a)(6), (c)) |
Record shareholder may split only by beneficial owner, must dissent for all that owner's shares, and disclose name/address; no direct beneficial-owner route or express continuous-holding/acquisition-date rule (§§ 14-2-1301(7)-(8), -1303) |
Meeting notice says rights are/may be available and includes Article 13; no-vote action: written notice plus dissenters' notice within 10 days; meeting action: dissenters' notice to preservers within 10 days (§§ 14-2-1320, -1322) |
Meeting: record holder delivers written intent before vote and does not vote in favor; noncompliance ends payment right; no-vote route begins with corporation's dissenters' notice (§§ 14-2-1320(b), -1321) |
Dissenters' notice states demand/deposit place and time, uncertificated restrictions, and a 30-60-day corporation-receipt deadline; demand and required certificate deposit preserve payment; failure ends right (§§ 14-2-1322-.1324) |
Offer estimate + interest within 10 days after later of action/demand, with financials and rights notice; acceptance or silence within 30 days, payment within 60 days after offer/action; counter-demand within 30 days; no express withdrawal route (§§ 14-2-1325-.1327) |
Corporation petitions within 60 days after unsettled counter-demand or pays demanded amount; superior court of registered-office county, nonjury equitable proceeding, all dissenters joined, optional appraisers, plenary/exclusive jurisdiction, cost/fee allocation (§§ 14-2-1330-.1331) |
Value immediately before effect, excluding anticipatory change; fair/equitable interest from effectiveness; challenge limited to procedural/governing-record failure or fraudulently obtained vote; 3-year outside enforcement limit (§§ 14-2-1301(5)-(6), -1302(b), -1332) |
| Hawaii verified 2026-09-05 | Hawaii Business Corporation Act pt. XIV, §§ 414-341 to -372; record or beneficial shareholder of issuer, with survivor/acquirer included for procedure; dissenter must follow §§ 414-351 to -359 (§ 414-341) |
Entitled voter in approval-required merger; parent-subsidiary merger; entitled voter in acquired-company exchange; qualifying all/substantially-all asset sale/exchange; five adverse amendment effects; shareholder-voted expansion; entitled voter in corporation conversion. No domestication trigger (§ 414-342(a)) |
No securities-listing, holder-count, public-company, or consideration market-out stated. Articles, bylaws, or board resolution may add rights for any shareholder-voted action, including for nonvoting holders (§ 414-342(a)(5)) |
Record holder may split only by beneficial owner, dissenting all shares for that owner and disclosing name/address. Beneficial owner needs record-holder consent by assertion and asserts all beneficially owned/vote-directed shares. No express continuous-holding rule; first-announcement ownership controls after-acquired treatment (§§ 414-343, -353 to -358) |
Meeting notice says rights are or may be available and includes Part XIV. No-vote action: corporation notifies all entitled holders and sends dissenters' notice. Notice due ≤10 days after action, states destinations/deposit, uncertificated restrictions, supplies form/announcement date, sets 30-60-day demand date, and includes Part XIV (§§ 414-351, -353) |
Meeting holder delivers written intent before vote and does not vote shares in favor; failure ends payment right. No-vote action skips that step and uses direct dissenters' notice. Statute states no consent-specific rule (§§ 414-351 to -352) |
Dissenters' notice no later than 10 days after action; corporation-set demand date 30-60 days after delivery. Holder demands, certifies preannouncement ownership, and deposits certificates as directed; missing demand/deposit ends right. Uncertificated shares may be transfer-restricted (§§ 414-353 to -355) |
Except after-acquired shares, corporation pays estimate plus accrued interest as soon as action occurs or demand arrives, with ≤16-month financials, estimate, interest explanation, further-demand notice, and Part XIV. After-acquired shares get offer. Further demand due within 30 days after payment/offer. No express withdrawal procedure (§§ 414-356 to -359) |
Corporation petitions within 60 days after unsettled further demand or pays demand. Circuit court; foreign corporation uses former domestic principal-office county or Honolulu fallback, while no domestic county is stated. All dissenters joined/served; exclusive jurisdiction, optional appraisers, civil discovery. Corporate-cost default with misconduct/noncompliance shifts and counsel/expert benefit rule (§§ 414-371 to -372) |
Fair value immediately before effect, excluding anticipatory appreciation/depreciation unless inequitable; interest uses corporation's average current principal-bank-loan rate or fair/equitable rate if none. Action challenge barred unless unlawful or fraudulent regarding holder/corporation. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 414-341 to -342(b)) |
| Idaho verified 2026-09-05 | Idaho Business Corporation Act Part 13, §§ 30-29-1301 to -1340; record shareholder, beneficial shareholder, or voting-trust beneficial owner of ordinary domestic corporation (§ 30-29-1301(3), (11)) |
Approval-required/offer-followed merger; 90%-parent subsidiary merger; acquired-company share exchange; qualifying asset disposition; cash-out fractional amendment; governing-record expansion; materially adverse domestication; nonprofit or unincorporated-entity conversion (§ 30-29-1302(a)) |
Merger/share-exchange rights only: covered security, qualifying organized-market class (≥2,000 holders and ≥$20m), or redeemable open-end fund share excluded at record/offer/no-vote date; nonqualifying consideration or interested transaction restores. Articles may limit preferred-share rights within exceptions; governing records/board may add rights (§ 30-29-1302(a)(5), (b)-(c)) |
Record holder may split only by beneficial/voting-trust owner, covering all class/series shares for that owner and disclosing name/address. Beneficial/voting-trust owner needs record-holder consent by form deadline and asserts all owned class/series shares. No express continuous-holding rule; preannouncement certification controls after-acquired treatment (§§ 30-29-1303, -1322 to -1325) |
Meeting/offer notice states rights are, are not, or may be available and, if available/maybe, includes Part 13; consent solicitation and later nonconsenter/nonvoter notice parallel it. Qualifying notices carry ≤16-month fiscal-year and latest interim financials. 90%-parent notice due within 10 days after effect (§ 30-29-1320) |
Meeting: written intent before vote and no class/series share voted in favor. Consent: no favorable consent. Offer-followed no-vote route: written intent before purchase and no tender. Failure ends payment right (§ 30-29-1321) |
Notice/form no later than 10 days after effect; form states first pre-effect principal-term announcement, asks acquisition/nonapproval certifications, gives estimate/destinations/withdrawal date. Corporation sets form and certificate deadline 40-60 days after sending; missing either waives payment (§§ 30-29-1322 to -1323) |
Ordinary cash payment plus interest due within 30 days after form deadline with financials/estimate; after-acquired holder may receive offer. Further demand stating holder estimate due within 30 days after payment/offer. Timely withdrawal deadline is within 20 days after form deadline; later withdrawal needs corporation written consent (§§ 30-29-1323 to -1326) |
Corporation petitions within 60 days after unsettled further demand or pays demand. Appropriate court in principal-office county, or Ada County fallback; all unsettled holders joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts and benefit allocation (§§ 30-29-1330 to -1331) |
Fair value immediately before effect, customary/current transaction-context techniques, no minority/marketability discount except specified amendments; judgment-rate interest from effect to payment. Postapproval challenge generally barred, with authorization, fraud/misleading-disclosure, interested-transaction, and late-consent-notice exceptions. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 30-29-1301(5)-(6), -1340) |
| Illinois verified 2026-09-05 | 805 ILCS 5/11.65 and 11.70; corporation shareholder; dissent, payment, valuation, and court procedure |
Qualifying merger/consolidation/share exchange; outside-course all/substantially-all asset sale/lease/exchange; preference, redemption/sinking-fund, or pre-1982 cumulative-voting amendment; other shareholder-voted action if governing records/board provide (§ 11.65(a)) |
No general market-out or consideration exception in §§ 11.65-.70; articles/bylaws/board may add rights for another shareholder-voted action and may prescribe § 11.70 or another procedure (§ 11.65(a)(4)) |
Record owner may split only by beneficial owner and must dissent for all that person's shares; direct beneficial assertion requires record-owner written consent by assertion; no express continuous-holding/acquisition-date rule (§ 11.65(c)) |
Meeting or §§ 11.30/7.10 no-meeting notice states right and procedure; material transaction information triggers pre-vote or 30-day demand rule; corporation's later statement includes estimate, recent annual/interim financials, and pay commitment or public-market sale instruction (§ 11.70(a)-(c)) |
If enabling information furnished before meeting: written payment demand before vote and no favorable vote; no-meeting route: demand within 30 days after mailed notice if information furnished before/concurrently (§ 11.70(a)-(b)) |
No separate statutory form/deposit stage; statement due by later of 10 days after effect or 30 days after demand; transmit certificate or other ownership evidence for payment; public-market sale instruction has 10-day sale window (§ 11.70(c)-(d)) |
On consummation, pay estimate plus explained interest against ownership evidence, or use permitted public-market sale route; dissatisfied holder has 30 days after value statement for estimate/interest and difference demand; no express withdrawal route (§ 11.70(c)-(e)) |
After 60 days without written agreement, corporation pays difference or petitions circuit court in registered/principal-office county; all unsettled dissenters joined; shareholder action preserved if corporation does not file; optional appraisers, plenary/exclusive jurisdiction, equitable cost/fee rules (§ 11.70(f)-(i)) |
Proportionate interest immediately before consummation, no minority discount or ordinarily marketability discount, anticipatory change excluded unless inequitable; interest from effectiveness; challenge preserved only for fraud or fiduciary breach (§§ 11.65(b), 11.70(j)) |
| Indiana verified 2026-09-05 | Indiana Business Corporation Law Chapter44; record and beneficial shareholders; issuer or merger/exchange survivor/acquirer. Entity Transactions Act adds merger-equivalent and contractual appraisal (§§ 23-1-44-1 to -7; 23-0.6-1-8) |
Vote-entitled approval-required merger, acquired exchange, outside-course all/substantially-all sale/exchange, optional voted actions. Entity-transactions merger-equivalent rights reach converting/domesticating entities; control-share and benefit-status triggers separately listed (§§ 23-1-44-8; 23-0.6-1-8) |
Covered-security exclusion at notice/vote record date. Preferred rights may be limited/eliminated, with one-year protection for existing shares/issuance commitments; no separate voting-right condition stated. Court/cash-distribution asset-sale exceptions (§ 23-1-44-8(a)-(c)) |
Record partial holding: all shares beneficially owned by each represented owner plus name/address notice. Beneficial assertion needs record-holder consent by assertion and all owned/vote-directed shares; announcement-date ownership affects payment (§§ 23-1-44-5 to -9, -12, -17) |
Meeting notice states rights are/may be available; no-vote action gives written action/dissent notice. Consent nonvoter/nonconsenter notice within 10 days after sufficient delivery/tabulation; short-form plan mailing does not itself create rights (§§ 23-1-44-10, -12; 23-1-29-4; 23-1-40-4) |
Meeting: written intent before vote, no favorable vote; later demand/certification/deposit separate. Chapter44 states no separate consent/tender intent rule. Late required demand/deposit also deems shares voted in favor (§§ 23-1-44-11 to -13) |
Notice within 10 days after shareholder approval, or no-vote action; form receipt deadline 30-60 days after notice, ownership certification, deposit and uncertificated restrictions, chapter copy (§§ 23-1-44-12 to -14) |
Initial estimated fair value as soon as action taken, or demand receipt after completed no-approval transaction; initial payment/offer sections do not add interest. After-acquired withholding allowed; objection 30 days after payment/offer; 60-day failure-to-act reset (§§ 23-1-44-15 to -18) |
Corporation petitions circuit/superior court within 60 days after unsettled demand or pays it; principal/registered-office county, all unsettled holders, appraisers/civil discovery. Judgment includes interest; costs equitably allocated, specified fee shifts (§§ 23-1-44-19 to -20) |
Fair value pre-effectuation, expected change excluded unless inequitable. Challenge bar also covers market-excluded shares, with express short-notice nonunanimous-consent exception. No valuation or litigation advice (§§ 23-1-44-3 to -4, -8(d)-(e)) |
| Iowa verified 2026-09-05 | Iowa Business Corporation Act Subchapter XIII; record, beneficial, or voting-trust beneficial shareholder; domestic issuer or merger survivor for later procedure (§ 490.1301) |
Qualifying merger/parent merger, acquired-company share exchange, voted asset disposition, fractional-share amendment, less-favorable domestication, nonprofit/unincorporated conversion; governing records/board may add listed actions (§ 490.1302(1)) |
Covered security, organized market with ≥2,000 holders/≥$20m qualifying value, or redeemable open-end investment shares generally excluded; nonqualifying consideration/interested-transaction exceptions and asset-distribution rules. Preferred rights may be limited subject to voting/entity-type and one-year protections (§ 490.1302(2)-(3)) |
Record partial position requires all class/series shares for each represented beneficial/voting-trust owner plus name/address; direct owner needs record-holder consent by form deadline and all owned class/series shares. No separate continuous-holding rule; acquisition certification affects withholding (§§ 490.1303, .1322, .1325) |
Meeting/offer and consent notices state corporate appraisal conclusion and include Subchapter XIII when rights are/may be available; parent-merger effective notice within 10 days. Annual financials ≤16 months plus latest interim (§ 490.1320) |
Meeting: written intent before vote and no class/series shares voted for. Consent: no favorable consent. Qualifying offer: intent before purchase and no tender. Failure bars payment (§ 490.1321) |
Notice/form from effectiveness through day 10; announcement/acquisition and nonapproval certifications, estimate, destinations, count-information and withdrawal dates, plus subchapter. Form window 40-60 days; late form or required certificate deposit bars payment (§§ 490.1322-.1323) |
Cash estimate+judgment-rate interest within 30 days after form deadline; uncertified acquisition timing may trigger an offer. Further demand within 30 days after payment/offer. Withdrawal date within 20 days after form deadline; later only with corporate written consent (§§ 490.1323-.1326) |
Corporation petitions within 60 days after unsettled demand or pays it; principal/registered-office county district court. All unsettled holders joined; civil discovery, appraisers, no jury; costs default to corporation with misconduct/noncompliance shifts (§§ 490.1330-.1331) |
Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount except specified amendment rights; interest from effect at then-current judgment rate. Postapproval challenges limited with authorization, fraud/disclosure, interested-transaction, and short-notice-consent exceptions (§§ 490.1301(3)-(4), .1340) |
| Kansas verified 2026-09-05 | Kansas General Corporation Code § 17-6712; record stockholder of domestic corporation, with limited beneficial-owner petition/information rights; survivor/resulting corporation after merger (§ 17-6712(a), (e)) |
Statutory merger or consolidation under listed sections; articles may add appraisal for amendment, constituent-company merger/consolidation, or all/substantially-all asset sale. No default share-exchange, amendment, conversion, or domestication trigger (§ 17-6712(b)-(c)) |
Listed or >2,000-holder class generally excluded at meeting record date or specified offer time; surviving shares excluded when no survivor vote. Nonqualifying consideration and non-wholly-owned subsidiary exceptions. Listed-share court dismissal unless >1%, >$1m, or specified subsidiary merger (§ 17-6712(b), (g)) |
Record holder owns at demand, continuously through effect, complies, and neither votes for nor consents. Demand may cover any/all shares. Beneficial owner may petition or request aggregate statement in own name; statute gives no direct original-demand route (§ 17-6712(a), (d)-(e)) |
Meeting notice ≥20 days before vote with statute copy; separate demand before vote and effective-date notice within 10 days. Consent/offer/subsidiary routes allow notice before effect or within 10 days after, 20-day demand, and second effective-date notice if omitted (§ 17-6712(d)) |
Meeting route requires separate written/electronic demand before vote reasonably identifying holder and appraisal intent; proxy or negative vote is not demand. No favorable vote/consent. Other routes allow demand within 20 days after notice, with special offer timing (§ 17-6712(a), (d)) |
No corporation-supplied form or prepetition certificate deposit. Effective-date notice within 10 days; court may later require certificated stock submitted to clerk for notation and dismiss noncompliant holder (§ 17-6712(d), (g)) |
No statutory estimate, offer, or supplemental-demand stage. Survivor may make pre-judgment cash payment for post-July 2023 transactions, reducing interest base. Unjoined/nonfiling holder may withdraw within 60 days; later withdrawal needs corporate written approval and court dismissal approval (§ 17-6712(e), (h), (k)) |
Survivor or eligible stockholder petitions district court within 120 days after effect; no county venue stated. Corporation files verified unsettled-holder list within 20 days after service; court rules govern, with no express discovery, appraiser, or jury provision. Costs equitable; holder fees/experts may be charged pro rata (§ 17-6712(e)-(j)) |
Court uses all relevant factors, excluding value from transaction accomplishment/expectation; interest ordinarily quarterly at 5 points over Federal Reserve discount rate unless good cause. Appraisal section does not resolve fiduciary, securities, tax, or litigation-strategy issues (§ 17-6712(h)) |
| Kentucky verified 2026-09-05 | Kentucky Business Corporation Act Subtitle 13; record or beneficial shareholder; issuer or merger survivor after consummation (§ 271B.13-010) |
Approval-required or parent merger, acquired-company exchange, qualifying all/substantially-all disposition, LLC/statutory-trust conversion, specified adverse/fractional and public-benefit amendments/actions; governing records/board may add rights. No express domestication trigger (§ 271B.13-020(1)) |
No public-market, holder-count, consideration, or preferred-share exclusion in Subtitle 13; articles/bylaws/board may add voted actions for voting or nonvoting shares (§ 271B.13-020(1)(h)) |
Record partial position must cover all shares beneficially owned by each represented person plus name/address; beneficial owner needs record-holder consent by assertion and all owned or vote-directed shares. No express continuous-holding rule; announcement-date ownership affects withholding (§§ 271B.13-030, -220, -270) |
Meeting notice states rights are/may be available and offers Subtitle 13 on request; no-vote action requires written action notice plus dissenters' notice. No separate consent or tender-offer procedure stated (§ 271B.13-200) |
Meeting: written intent delivered before vote and no favorable vote; failure bars payment. No-vote action proceeds under later notice (§ 271B.13-210) |
Notice no later than 10 days after shareholder/board authorization; demand/deposit destinations, transfer restrictions, announcement/acquisition form, and Subtitle 13. Corporation-set demand window 30-60 days; late demand or required certificate deposit bars payment (§§ 271B.13-220 to -230) |
Estimate+interest when action taken or demand received; post-announcement holders may receive an offer. Additional demand within 30 days after payment/offer; 60-day no-action return/restart. No express voluntary-withdrawal rule (§§ 271B.13-250 to -280) |
Corporation petitions within 60 days after unsettled additional demand or pays it; principal/registered-office county Circuit Court. All unsettled dissenters joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers; no special jury rule stated. Costs default to corporation with misconduct/noncompliance shifts (§§ 271B.13-300 to -310) |
Fair value immediately pre-effect, excluding anticipated change unless inequitable, with special statutory transaction floor; interest at principal-bank-loan average or fair/equitable rate. Other challenges limited to pre-consummation injunctive relief; other advice remains outside scope (§§ 271B.13-010(3)-(4), -020(2)) |
| Louisiana verified 2026-09-05 | Louisiana Business Corporation Act Part 13; record, beneficial, or voting-trust beneficial shareholder; issuer or merger survivor for later procedure (§ 12:1-1301) |
Approval-required or subsidiary merger, acquired-company share exchange, asset disposition, fractional-share amendment, less-favorable domestication, nonprofit or unincorporated conversion; articles/bylaws/board may add listed actions (§ 12:1-1302(A)) |
Covered security, organized market with ≥2,000 holders/≥$20m qualifying value, or redeemable open-end investment shares generally excluded; nonqualifying consideration/interested-transaction exceptions. Preferred rights may be limited subject to voting/entity-type and one-year protections (§ 12:1-1302(B)-(C)) |
Record partial position requires all class/series shares for each represented beneficial/voting-trust owner plus name/address; direct owner needs record-holder written consent by form deadline and all owned class/series shares. No separate continuous-holding rule; acquisition certification affects withholding (§§ 12:1-1303, -1322, -1325) |
Meeting/consent notices state corporate appraisal conclusion and use prescribed explanations; parent-merger effective notice within 10 days. Annual financials ≤16 months plus latest quarter; confidential information carries proper-purpose use/disclosure duty (§ 12:1-1320) |
Meeting: advance written intent and no favorable vote, unless corporation waives intent through prescribed notice. Consent: no favorable consent. Noncompliance bars appraisal except for valid waiver (§§ 12:1-1321, -1340(D)) |
Notice/form from effectiveness through day 10; nonapproval certification, optional announcement/acquisition certification, estimate, destinations, count right and withdrawal date, plus Part 13. Form window 40-60 days; late form/required certificate deposit bars payment (§§ 12:1-1322 to -1323) |
Cash estimate+judicial interest within 30 days after form deadline; after-acquired treatment only if corporation used acquisition form. Supplemental demand within 30 days after payment/offer. Withdrawal date at least 20 days after form deadline; later only with written corporate consent (§§ 12:1-1322 to -1326) |
Corporation starts summary proceeding within 60 days after unsettled demand or pays within 10 more days; principal/registered-office parish district court. All unsettled holders joined; exclusive jurisdiction, civil discovery, expert-appraiser process; costs default to corporation with misconduct/noncompliance shifts (§§ 12:1-1330 to -1331) |
Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount except specified amendment rights; interest at judicial rate. When advance intent is inapplicable/waived, appraisal is exclusive subject to authorization and short-notice-consent exceptions; other advice remains outside scope (§§ 12:1-1301(4)-(5), -1340) |
| Maine verified 2026-09-05 | Maine Business Corporation Act ch. 13, 13-C M.R.S. §§ 1301-1341; record or beneficial shareholder of ordinary domestic corporation; survivor included for §§ 1323-1332 (§ 1301(2)-(3), (7), (9)) |
Approval-required or 90%-parent merger; acquired-company share exchange; qualifying asset disposition; cash-out fractional amendment; governing-record/board expansion; materially adverse domestication; conversion to nonprofit status or unincorporated entity (§ 1302) |
Covered security, qualifying organized-market class (≥2,000 holders and ≥$20m), or redeemable open-end fund share generally excluded at record date/day before effect; nonqualifying consideration or interested transaction restores. Articles may limit preferred-share rights within exceptions; governing records/board may add rights (§§ 1302(5), 1303-1304) |
Record holder may split only by beneficial owner, covering all class/series shares for that owner and disclosing name/address. Beneficial owner needs record-holder consent by form deadline and asserts all owned class/series shares. No express continuous-holding rule; preannouncement certification controls after-acquired treatment (§§ 1306, 1323-1326) |
Meeting notice says rights are, are not, or may be available and includes chapter if available/maybe. Consent solicitation and later nonconsenter/nonvoter notice parallel it. 90%-parent notice due within 10 days after effect. Appraisal notice includes ≤16-month annual/latest-quarter financials (§§ 1321, 1323) |
Meeting holder delivers written intent before vote and does not vote or permit any affected class/series share in favor. Less-than-unanimous consent holder does not sign in favor. Failure ends payment right (§ 1322-A) |
Notice/form no later than 10 days after effect; form states first principal-term announcement, asks acquisition/nonapproval certifications, gives estimate/destinations/withdrawal date. Corporation sets form/certificate deadline 40-60 days after sending; missing either waives payment (§§ 1323-1324) |
Ordinary cash payment plus interest due within 30 days after form deadline with financials/estimate; after-acquired holder may receive offer. Further demand stating holder estimate due within 30 days after payment/offer. Withdrawal date is within 20 days after form deadline; later withdrawal needs corporation written consent (§§ 1324-1327) |
Corporation petitions within 60 days after unsettled further demand or pays demand. Appropriate court in principal-office county, Kennebec County fallback; all unsettled holders joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts, benefit allocation, and direct-payment suit (§§ 1331-1332) |
Fair value immediately before effect, customary/current transaction-context techniques, no minority/marketability discount except specified amendments; judgment-rate interest from effect. Postapproval challenge generally barred, with authorization, fraud/misleading-disclosure, interested-transaction, and late-consent-notice exceptions. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 1301(4)-(5), 1341) |
| Maryland verified 2026-10-01 | Maryland General Corporation Law, Title3 Subtitle2; record stockholder and statutory successor. In share exchange, successor means corporation whose stock was acquired (§§ 1-101(bb), (dd); 3-201(f); 3-202) |
Merger/consolidation, acquired stock exchange, §3-105(e) asset transfer, substantially adverse express charter-contract change unless reserved, and §3-901 conversion including foreign corporation. Special business-combination route separately preserved (§§ 3-202(a); 3-901) |
National-exchange listing, specified survivor shares, nonvoting/non-record-date holdings, charter exclusion, or open-end NAV transaction can bar rights. Listed-share restoration requires combined consideration, ≥5% insider ownership lookback and unequal insider treatment conditions (§ 3-202(c)-(e)) |
Record holder; voting/record-date conditions with special-merger exception. Demand names number/class; no general all-share nominee/direct-beneficial-owner or after-acquired-share procedure stated. Demand suspends share rights; transferee of noted certificates inherits objector rights (§§ 1-101(bb); 3-202(c)(3); 3-203-.204; 3-209) |
Special mergers: notice ≥20 business days before filing unless waived; objection within30 days after notice/waiver. Qualifying consent notice within10 days after action. Successor promptly notifies objectors of articles’ acceptance (§§ 3-106(d), 3-106.1(e), 3-203, 3-207; 2-505(b)) |
Written objection at/before meeting, within10 days after qualifying consent notice, or special-merger30-day window; no favorable vote. Separate number/class demand within20 days after articles accepted or specified nonfiling consummation; corrected charter documents may receive original filing date (§§ 3-203, 1-201(b)) |
No corporation-set response form/window; statutory written demand controls. Court may order certificate notation after petition; noncompliance permits dismissal. Payment requires endorsed certificates or loss/destruction proof and indemnity bond (§§ 3-203, 3-209, 3-212) |
Offer optional, with ≤6-month balance sheet and12-month profit/loss statement; personal or certified-mail delivery. No fixed advance-payment/after-acquired tier. Withdrawal only successor consent; rights restored on withdrawal, no petition, denial, or abandonment (§§ 3-204 to -207) |
Successor or unpaid objector petitions equity court within50 days after articles accepted; check corrected-filing record (§§ 3-208, 1-201(b)). Principal-office/resident-agent county. Three disinterested sworn appraisers;60-day report unless extended;15-day objection. Interest and successor-default costs; attorney fees excluded (§§ 3-208 to -212) |
Value at close of business on special-merger notice/waiver date or ordinary vote date; transaction/proposal effects excluded except special statutory valuation rule. No calculation of value, liens, eligibility, tax, or litigation strategy (§§ 3-202(b), 3-211) |
| Massachusetts verified 2026-09-05 | Massachusetts Business Corporation Act, ch.156D Part13; issuer and merger survivor for procedure; record/beneficial shareholders, including nominee-certificate rights (§ 13.01) |
Qualifying merger/exchange, all/substantially-all sale or exchange, materially adverse charter rights, transfer-restriction articles/bylaws/nonparty agreement, nonprofit/other-entity conversion. Governing records may add voted actions; no standalone domestication entry in § 13.02(a) |
Transaction-specific cash/marketable-security exceptions require stated no-material-insider-interest conditions; sale exceptions include redemption-price, court order, or qualifying one-year dissolution distribution. Marketable means 1,000 holders plus listing/trading tests (§§ 13.01-.02) |
Major transactions: all shares of whatever class/series; adverse amendments/restrictions: all affected shares. Nominee exception uses all owner class/series shares plus disclosure; direct beneficial assertion needs record-holder consent by form deadline (§§ 13.02(b)-(c), 13.03) |
Meeting/consent solicitation states rights are/are not/may be available and intent/no-favorable-vote warning; Part13 copy if applicable. Short-form notice within 10 days after effect. Covered nonconsenter/nonvoter consent notice ≥7 days before action (§§ 13.20; 7.04(d)) |
Meeting: written intent before vote and no favorable class/series vote. Section13.20 solicitation warning and §13.22 nonconsenter route also apply to consent; no express separate tender route in Part13 (§§ 13.20-.22) |
Notice/form sent from effect through day10; first-announcement ownership and nonvote certifications, estimate, deposit instructions, chapter copy. Form receipt 40-60 days after sending; execute/return and deposit certificates timely or no payment (§§ 13.22-.23) |
Cash estimate+interest within 30 days after form due; after-acquired may get offer with 30-day acceptance, 10-day express-acceptance or 40-day deemed-acceptance payment clocks. Supplemental demand 30 days after receipt; timely withdrawal then corporate-consent-only (§§ 13.22(b)(2)(v), 13.23-.26) |
Corporation files equitable proceeding within 60 days after unsettled demand or pays demanded cash+interest; appropriate court in principal/registered-office county, all unsettled holders, appraisers/civil discovery. Corporate-default costs; specified fee shifts/direct unpaid-payment action (§§ 13.30-.31) |
Fair value immediately pre-effect; expected/action-created value excluded unless inequitable. Interest effective-date to payment; challenge preserved for unlawful/fraudulent action. No valuation or litigation advice (§§ 13.01; 13.02(e)) |
| Michigan verified 2026-09-05 | Mich. Comp. Laws §§ 450.1761-.1774; Act 284 business corporation; record or beneficial shareholder, with direct beneficial assertion conditions (§§ 450.1761, .1763) |
Qualifying merger, acquired-company exchange, outside-course substantially-all property sale/exchange, conversion, § 450.1621 amendment, § 450.1754 transaction, or governing-record/board-created voted action; no separately named domestication (§ 450.1762(1)) |
Unless governing records/board restore: national-exchange exclusion plus cash/qualifying-listed-share merger, exchange, conversion, and qualifying dissolution-distribution exclusions; articles/bylaws/board may add voted-action rights (§ 450.1762(1)(g), (2)) |
Record holder may split by beneficial owner and all that person's shares with name/address notice; beneficial holder may assert all owned/vote-directed shares with timely record consent; no express continuous-holding rule (§§ 450.1761, .1763) |
Meeting notice states rights and includes §§ 450.1761-.1774; no-vote action gives written action notice plus dissenters' notice, but consenter excluded; public offer includes rights statement, statutory text, and dissenters' notice (§ 450.1764) |
Meeting: written intent before vote and no favorable vote; public-offer route: written intent before purchase and no tender; noncompliance ends payment right (§ 450.1765) |
Dissenters' notice within 10 days after action states demand/deposit location, uncertificated restrictions, acquisition-date certification form, and corporation-set 30-60-day receipt date; demand, certify, and deposit or lose payment (§§ 450.1766-.1768) |
Pay estimate + interest within 7 days after later of action/demand, with financials and calculation; may withhold and offer for post-announcement acquisitions; counter-demand within 30 days after payment/offer; no express withdrawal route (§§ 450.1769-.1772) |
Corporation petitions within 60 days after unsettled counter-demand or pays demanded amount; circuit court in principal-business/registered-office county, all demanders joined, discovery, optional appraisers, plenary/exclusive jurisdiction, cost/fee allocation (§§ 450.1773-.1774) |
Value immediately before effect, anticipatory change excluded unless inequitable; interest from effect at principal-loan average or fair/equitable rate; triggering action challenge limited to unlawful/fraudulent conduct (§§ 450.1761(d)-(e), .1762(3)-(4)) |
| Minnesota verified 2026-09-05 | Minnesota Business Corporation Act §§ 302A.471 and .473; shareholder and consenting beneficial-owner routes; issuer or merger successor for procedure (§§ 302A.471, subd. 2; 302A.473, subd. 1) |
Specified adverse/fractional charter amendments; qualifying asset disposition; merger under ch. 302A or 322C; acquired-company exchange; effective conversion; governing-record/board expansion. No separately named domestication route (§ 302A.471, subd. 1) |
National-exchange-listed class/series generally excluded at meeting record date or day before no-meeting action; exclusion inapplicable to specified offer/subsidiary mergers and nonqualifying consideration. Governing records/board may restore or add rights (§ 302A.471, subds. 1(g), 3) |
Record holder's partial position must cover all shares beneficially owned by each represented owner plus name/address disclosure; beneficial owner needs record-holder written consent by assertion. Record-date ownership controls eligibility; announcement-date ownership controls withholding. No express continuous-holding rule (§§ 302A.471, subds. 2-3; 302A.473, subd. 5) |
Meeting notice includes right, both statutes, and procedure summary. Optional qualifying-offer notice must arrive ≥10 days before consummation. After approval, procedure notice goes to preserved holders, nonconsenting written-action holders, or other entitled holders (§ 302A.473, subds. 2, 4) |
Meeting: written intent filed before vote and no favorable vote. Noticed qualifying offer: no tender and written intent before consummation. Written action proceeds through nonconsent and later notice; no separate advance-intent step stated (§ 302A.473, subds. 3-4) |
After board/shareholder approval, notice gives demand/certificate address and deadline, uncertificated-share restrictions, acquisition-date form, statutes, and procedure summary. Demand plus certificate deposit or transfer compliance due within 30 days after notice (§ 302A.473, subd. 4) |
Later of effectiveness or valid demand triggers estimate+interest remittance; post-announcement holders may receive an offer. Supplemental demand due within 30 days after remittance mailing; certificates/restrictions returned if no remittance within 60 days. No express voluntary-withdrawal rule (§ 302A.473, subds. 5-6) |
Corporation must pay/agreed amount or petition within 60 days after supplemental demand; registered-office county venue. All unsettled demanders joined; civil rules, plenary/exclusive jurisdiction, optional appraisers; costs default to corporation with misconduct/noncompliance fee shifts (§ 302A.473, subds. 7-8) |
Fair value immediately before effectiveness; interest starts five days after effectiveness at the cross-referenced judgment rate. Other rescission/set-aside relief limited to fraud where payment rights exist or the listed-share exception alone defeats them (§§ 302A.471, subd. 4; 302A.473, subd. 1) |
| Mississippi verified 2026-09-05 | Mississippi Business Corporation Act Article 13; record or beneficial shareholder; domestic issuer or merger survivor for later procedure (§ 79-4-13.01) |
Approval-required or parent merger, acquired-company share exchange, voted asset disposition, fractional-share amendment, less-favorable domestication, and conversion to a different entity form; articles/bylaws/board may add listed actions (§ 79-4-13.02(a)) |
Same-proportion reorganization exclusion; NYSE/Nasdaq national-market or ≥2,000-holder/≥$20m class generally excluded; nonqualifying consideration and interested-transaction exceptions. Preferred rights may be limited with one-year protection (§ 79-4-13.02(b)-(c)) |
Record partial position requires all class/series shares for each represented beneficial owner plus name/address; direct beneficial owner needs record-holder consent by form deadline and all owned class/series shares. No separate continuous-holding rule; acquisition certification affects withholding (§§ 79-4-13.03, -13.22, -13.25) |
Meeting and consent notices state corporate appraisal conclusion and include Article 13 when rights are/may be available; parent-merger effective notice within 10 days. Consent has solicitation and postapproval notices (§ 79-4-13.20) |
Meeting: written intent before vote and no class/series shares voted for. Less-than-unanimous consent: no favorable consent. Failure bars payment (§ 79-4-13.21) |
Notice/form from effectiveness through day 10; announcement/acquisition and nonapproval certifications, estimate, destinations, count-information and withdrawal dates, plus Article 13. Form window 40-60 days; late form or required certificate deposit bars payment (§§ 79-4-13.22 to -13.23) |
Cash estimate+judgment-rate interest within 30 days after form deadline; uncertified acquisition timing may trigger an offer. Further demand within 30 days after payment/offer. Withdrawal date within 20 days after form deadline; later only with corporate written consent (§§ 79-4-13.23 to -13.26) |
Corporation petitions within 60 days after unsettled demand or pays it; principal/registered-office county court. All unsettled holders joined; civil discovery, appraisers, no jury; costs default to corporation with misconduct/noncompliance shifts (§§ 79-4-13.30 to -13.31) |
Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount except specified amendment rights; interest from effect at then-current judgment rate. Completed-action challenges limited to authorization or fraud/material-misrepresentation grounds (§§ 79-4-13.01(4)-(5), -13.02(d)) |
| Montana verified 2026-09-05 | Montana Business Corporation Act pt. 13, MCA §§ 35-14-1301 to -1340; record shareholder, beneficial shareholder, or voting-trust beneficial owner of ordinary domestic corporation; survivor included for procedure (§ 35-14-1301(3), (11)) |
Approval-required/offer-followed merger; 90%-parent subsidiary merger; acquired-company share exchange; qualifying asset disposition; cash-out fractional amendment; governing-record expansion; materially adverse domestication; nonprofit or unincorporated-entity conversion (§ 35-14-1302(1)) |
Covered security, qualifying organized-market class (≥2,000 holders and ≥$20m), or redeemable open-end fund share generally excluded at record/offer/no-vote date; nonqualifying consideration or interested transaction restores. Articles may limit preferred-share rights within exceptions; governing records/board may add rights (§ 35-14-1302(1)(e), (2)-(3)) |
Record holder may split only by beneficial/voting-trust owner, covering all class/series shares for that owner and disclosing name/address. Beneficial/voting-trust owner needs record-holder consent by form deadline and asserts all owned class/series shares. No express continuous-holding rule; preannouncement certification controls after-acquired treatment (§§ 35-14-1303, -1322 to -1325) |
Meeting/offer notice says rights are, are not, or may be available and includes Part 13 if available/maybe; consent solicitation and later nonconsenter/nonvoter notice parallel it. Qualifying notices carry ≤16-month fiscal-year and latest interim financials. 90%-parent notice due within 10 days after effect (§ 35-14-1320) |
Meeting: written intent before vote and no class/series share voted in favor. Consent: no favorable consent. Offer-followed route: written intent before purchase and no tender. Failure ends payment right (§ 35-14-1321) |
Notice/form no later than 10 days after effect; form states first principal-term announcement, asks acquisition/nonapproval certifications, gives estimate/destinations/withdrawal date. Corporation sets form/certificate deadline 40-60 days after sending; missing either waives payment (§§ 35-14-1322 to -1323) |
Ordinary cash payment plus interest due within 30 days after form deadline with financials/estimate; after-acquired holder may receive offer. Further demand stating holder estimate due within 30 days after payment/offer. Withdrawal date is within 20 days after form deadline; later withdrawal needs corporation written consent (§§ 35-14-1323 to -1326) |
Corporation petitions within 60 days after unsettled further demand or pays demand. District court in principal-office county, First Judicial District fallback; all unsettled holders joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts, benefit allocation, and direct-payment suit (§§ 35-14-1330 to -1331) |
Fair value immediately before effect, customary/current transaction-context techniques, no minority/marketability discount except specified amendments; judgment-rate interest from effect. Postapproval challenge generally barred, with authorization, fraud/misleading-disclosure, interested-transaction, and late-consent-notice exceptions. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 35-14-1301(5)-(6), -1340) |
| Nebraska verified 2026-09-05 | Nebraska Model Business Corporation Act §§ 21-2,171 to -183; record shareholder, beneficial shareholder, or voting-trust beneficial owner of an ordinary domestic corporation; special bank/trust/savings-and-loan entities excluded (§§ 21-2,171(8), -172(d)) |
Approval-required or 90%-parent merger; acquired-company exchanged shares; qualifying asset disposition; cash-out fractional-share amendment; governing-record expansion; materially adverse domestication; nonprofit or unincorporated-entity conversion (§ 21-2,172(a)) |
Covered securities, qualifying organized-market class (≥2,000 holders and ≥$20m), and redeemable open-end fund shares generally excluded at record date/day before effect; nonqualifying consideration or interested transaction restores rights. Articles may limit preferred-share rights within exceptions; governing records/board may add specified rights (§ 21-2,172(a)(5), (b)-(c)) |
Record holder may split only by beneficial/voting-trust owner, covering all class/series shares for that owner and disclosing name/address. Beneficial/voting-trust owner needs timely record-holder consent and must assert all owned class/series shares. No express continuous-holding rule; preannouncement acquisition certification controls after-acquired treatment (§§ 21-2,173, -176(b)(1), -177(a), -179) |
Meeting notice says rights are, are not, or may be available; if available/maybe, include Act copy and financials. Consent solicitation and later nonconsenter/nonvoter notice have parallel rules. 90%-parent notice due within 10 days after effect with post-effective materials (§ 21-2,174) |
Meeting holder delivers written intent before vote and does not vote or permit any class/series share in favor. Less-than-unanimous consent holder does not sign in favor. Failure ends payment right (§ 21-2,175) |
Notice/form no later than 10 days after effect; form states first pre-effect principal-term announcement, asks acquisition/nonapproval certifications, estimate, destinations, and withdrawal date. Corporation sets receipt/deposit deadline 40-60 days after sending; missing form/deposit waives payment (§§ 21-2,176 to -177) |
Ordinary payment plus interest due within 30 days after form deadline with financials and estimate; after-acquired holder may receive offer. Further demand stating holder estimate due within 30 days after payment/offer. Timely withdrawal deadline is within 20 days after form deadline; later withdrawal needs corporation written consent (§§ 21-2,177 to -180) |
Corporation petitions within 60 days after unsettled further demand or pays demand. District court in principal-office county, or registered-office fallback; all unsettled holders joined and served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts and benefit allocation (§§ 21-2,181 to -182) |
Fair value immediately before effect, using customary/current transaction-context techniques without minority/marketability discount except specified amendments; statutory interest from effect to payment. Postapproval validity challenge generally barred, subject to authorization, fraud/misrepresentation/omission, interested-transaction, and late-consent-notice exceptions. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 21-2,171(3)-(4), -183) |
| Nevada verified 2026-09-05 | NRS Chapter 92A dissenter provisions; record or beneficial stockholder of domestic corporation; issuer before action or survivor/acquirer afterward (§§ 92A.325, 92A.335) |
Approval-required, subsidiary, or threshold-route merger; converting corporation; acquired-company exchange; governing-record/board expansion; control-share voting rights and qualifying fractional-share cashout. No default ordinary asset-sale, amendment, or domestication trigger (§ 92A.380(1)) |
Covered security, organized market with ≥2,000 holders/≥$20m qualifying value, or redeemable open-end investment shares generally excluded unless articles/board restore; nonqualifying consideration exception. Survivor/parent no-vote and not-issued-at-announcement exclusions (§ 92A.390) |
Record partial position must cover all class/series shares for each represented person plus name/address; beneficial owner needs record-holder consent by assertion and all owned or vote-directed shares. No general continuous-holding rule; stock must be issued/outstanding at first announcement (§§ 92A.390(6), .400) |
Meeting notice states rights conclusion and includes the dissenter provisions when rights are/may be available. Consent/no-vote action may use ≥20-day advance notice with intent deadline ≥15 days after notice; after action, written notice plus dissenter form is mandatory (§§ 92A.303, 92A.410) |
Meeting: intent statement before vote and no favorable vote. Consent/no-vote: if advance notice sent, intent by its date; no consent/approval. Failure plus owner-rule noncompliance bars payment (§ 92A.420) |
Notice ≤10 days after effect; demand/deposit destinations, transfer restrictions, announcement/acquisition form, and §§ 92A.300-.500. Demand date 30-60 days after notice; late demand/form or certificate deposit bars payment (§§ 92A.430-.450) |
Cash estimate+interest within 30 days after demand; later-acquired holders may receive offer. Further demand within 30 days after payment/offer. Withdrawal in writing by dissenter-notice date; later only with corporate written consent (§§ 92A.440, .460-.480) |
Corporation petitions within 60 days after unsettled further demand or pays it; multi-route principal-office/survivor/registered-office county venue. All unsettled holders joined; civil discovery, optional appraisers, no special jury rule. Costs default to corporation with misconduct/noncompliance shifts (§§ 92A.490-.500) |
Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount, anticipated change excluded unless inequitable; interest from effect at § 99.040 rate. Other challenge limited to approval-vote defect or proximate actual fraud (§§ 92A.320, .340, .380(2)) |
| New Hampshire verified 2026-09-05 | New Hampshire Business Corporation Act subch. 13, RSA 293-A:13.01 to 13.40; record or beneficial shareholder of ordinary domestic corporation; survivor included for procedure (RSA 293-A:13.01(a)(2)-(3), (11), (13)) |
Approval-required or 90%-parent merger; acquired-company share exchange; qualifying asset disposition; cash-out fractional amendment; governing-record/board expansion; materially adverse domestication; conversion to unincorporated entity. No nonprofit-conversion trigger (RSA 293-A:13.02(a)) |
Covered security, qualifying organized-market class (≥1,000 holders and ≥$20m), or redeemable open-end fund share generally excluded at record date/day before effect; nonqualifying consideration or interested transaction restores. Articles may limit preferred-share rights within exceptions; governing records/board may add rights (RSA 293-A:13.02(a)(5), (b)-(c)) |
Record holder may split only by beneficial owner, covering all class/series shares for that owner and disclosing name/address. Beneficial owner needs record-holder consent by form deadline and asserts all owned class/series shares. No express continuous-holding rule; preannouncement certification controls after-acquired treatment (RSA 293-A:13.03, 13.22-13.25) |
Meeting notice says rights are, are not, or may be available; if available/maybe, include subchapter and ≤16-month annual/latest-quarter financials. Consent solicitation and later nonconsenter/nonvoter notice parallel it. 90%-parent notice due within 10 days after effect with post-effective materials (RSA 293-A:13.20) |
Meeting holder delivers written intent before vote and does not vote or permit any affected class/series share in favor. Less-than-unanimous consent holder does not sign in favor. Failure ends payment right (RSA 293-A:13.21) |
Notice/form no later than 10 days after effect; form states first principal-term announcement, asks acquisition/nonapproval certifications, gives estimate/destinations/withdrawal date. Corporation sets form/certificate deadline 40-60 days after sending; missing either waives payment (RSA 293-A:13.22-13.23) |
Ordinary cash payment plus interest due within 30 days after form deadline with financials/estimate; after-acquired holder may receive offer. Further demand stating holder estimate due within 30 days after payment/offer. Withdrawal date is within 20 days after form deadline; later withdrawal needs corporation written consent (RSA 293-A:13.23-13.26) |
Corporation petitions within 60 days after unsettled further demand or pays demand. Appropriate court in principal-office county, registered-office fallback; all unsettled holders joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts, benefit allocation, and direct-payment suit (RSA 293-A:13.30-13.31) |
Fair value immediately before effect, customary/current transaction-context techniques, no minority/marketability discount except specified amendments; judgment-rate interest from effect. Postapproval challenge generally barred, with authorization, fraud/misleading-disclosure, interested-transaction, and late-consent-notice exceptions. No valuation, fiduciary, securities, tax, or strategy determination here (RSA 293-A:13.01(a)(4)-(5), 13.40) |
| New Jersey verified 2026-09-05 | New Jersey Business Corporation Act; ordinary domestic for-profit corporation and record shareholder. Chapter 11 governs dissent and fair-value payment (§§ 14A:1-2.1(g), (l); 14A:11-1 to -11) |
Merger/consolidation; qualifying outside-course all/substantially-all asset disposition; § 14A:10-9 acquisition; § 14A:10-13 exchange to merger-equivalent extent. Certificate may add specified actions; Chapter 11 lists no separate general amendment/conversion/domestication trigger (§§ 14A:11-1; 14A:10-13(8)) |
Unless certificate provides otherwise: merger market-out for listed/1,000-holder shares OR cash/listed-or-1,000-holder securities consideration; specified no-vote mergers excluded. Asset-sale market-out, qualifying one-year dissolution distribution, and court-sale exclusions (§ 14A:11-1(1), (4)) |
Record holder; all beneficially owned eligible shares, including each nominee/fiduciary owner’s eligible holding. Demand changes shareholder rights; transferee of endorsed shares inherits only dissenter rights. No separate acquisition-date/after-acquired tier in Chapter 11 (§§ 14A:1-2.1(l); 14A:11-1(3); 14A:11-2(6); 14A:11-3(2)) |
Merger/exchange meeting: all record holders get plan/summary and dissent procedure 20-60 days before. Consent: post-consent 20-day dissent window or pre-tabulation notice route. Short-form: plan/summary plus dissent instructions; acquisition: acceptance/deadline notice (§§ 14A:10-3(1), -5.1(2), -9(3), -13(3); 14A:5-6(2)) |
Written intent before vote; consent route uses notice/tabulation deadline. Voting for or written consent excludes ordinary post-effective demand route. Later separate written fair-value demand due 20 days after mailed effective notice; special no-vote/acquisition mailings start their own 20 days (§ 14A:11-2(1)-(5)) |
Corporation sends effective-date notice by certified mail within 10 days to qualifying objectors. Holder submits certificates for notation within 20 days after demand; returned to holder. Missing notation ends rights absent good-and-sufficient-cause court relief (§§ 14A:11-2(2), (6)-(7); 14A:11-4(1)(a)) |
Financials due within 10 days after demand window; offer optional, equal per-share price within class/series. Agreement within next 30 days, payment on certificate surrender. Withdrawal requires corporate written consent; no automatic advance-payment/after-acquired tier (§§ 14A:11-5(1); 14A:11-6) |
After agreement window: holder has 30 days to demand corporate suit; corporation has 30 days from receipt; default permits holder suit in corporate name within further 60 days. Superior Court; all unsettled dissenters joined; discretionary appraiser, equitable interest/costs and limited fee shift (§§ 14A:11-7 to -10) |
Fair value generally day before vote/tabulation, or specified board approval; transaction-caused appreciation/depreciation excluded. Statute limits other share rights but preserves specified procedure/certificate and fraud/unlawfulness challenges; no valuation or litigation advice (§§ 14A:11-1(5); 14A:11-3; 14A:11-5(2)) |
| New Mexico verified 2026-09-05 | New Mexico Business Corporation Act §§ 53-15-3 to -4; shareholder, including qualifying record holder or beneficial owner with record-holder consent, of an ordinary corporation (§ 53-15-3(A)-(B)) |
Merger/consolidation; qualifying all/substantially-all asset sale or exchange; acquired-company plan of exchange; four adverse charter-amendment effects; added shareholder-voted action. Conversion to LLC is authorized separately but carries no express dissent right; no domestication trigger (§§ 53-15-3(A), 53-19-60) |
No exchange/listing, holder-count, public-company, or consideration market-out stated. No right for survivor holders when their vote is unnecessary; articles, bylaws, or board resolution may add rights for another shareholder-voted action (§ 53-15-3(A)(5), (C)) |
Record holder may split registered shares only by beneficial owner, dissenting all shares for that owner and disclosing name/address. Beneficial owner needs record-holder written consent by assertion. No express continuous-holding or acquisition-date rule (§ 53-15-3(B)) |
Meeting route: written objection before/at meeting; statute states no appraisal-specific advance corporation notice. No-vote merger: mailed plan starts 25-day demand clock. Within 10 days after effect, corporation sends each demander notice, price offer, ≤12-month-old balance sheet, and 12-month profit/loss statement (§ 53-15-4(A), (C)) |
File written objection with corporation before/at meeting; after approval, do not vote in favor and make written demand within 10 days after vote. No-vote merger demand due within 25 days after plan mailing. Late demander is bound; timely demander loses voting and other shareholder rights (§ 53-15-4(A)) |
No separate appraisal form. Effectiveness notice/offer due within 10 days. Certificated holder submits certificates for demand notation within 20 days after demanding or corporation may terminate rights unless court excuses; actual surrender occurs at agreed or judgment payment (§ 53-15-4(C)-(D), (E), (H)) |
Offer due within 10 days after effect with financials. Value agreement must occur within 30 days after effect; payment then due within 90 days after effect. Unresolved holder gives follow-up written demand within 60 days. Withdrawal requires corporation consent; specified abandonment, rescission, revocation, all-share ownership, no timely demand/petition, or adverse entitlement ruling restores status (§ 53-15-4(B)-(E)) |
Corporation files within 30 days after timely follow-up demand, or may elect to file within 60 days after effect; on failure, any dissenter may file in its name. Venue is registered-office county; all dissenters join quasi in rem; exclusive jurisdiction and optional appraisers. Statute states no discovery rule. Interest is court-set; costs ordinarily corporation-paid, subject to equitable shifts and limited expert/counsel awards (§ 53-15-4(E)-(G)) |
Fair value is measured the day before the approving vote, excluding appreciation/depreciation anticipating the action. Holder generally may not attack validity or seek rescission, except for action unlawful or fraudulent as to holder or corporation. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 53-15-3(D), 53-15-4(A)) |
| New York verified 2026-09-05 | N.Y. Bus. Corp. Law §§ 623, 806(b)(6), and 910; domestic corporation shareholder's fair-value payment procedure |
Specified adverse certificate amendment; qualifying merger/consolidation, substantially-all asset disposition, or subject-corporation exchange; subsidiary/special exchange and nonvoting-cash branches; no conversion/domestication trigger stated (§§ 806(b)(6), 910) |
National-exchange/national-market exclusion for specified merger and exchange shares; survivor unchanged-rights and cash-dissolution asset-sale exceptions; no general governing-record expansion stated (§ 910(a)) |
Record holder must dissent as to all eligible record-held shares beneficially owned; nominee/fiduciary acts for all eligible shares of each beneficial owner; no continuous-holding/acquisition-date rule; transferee gains only original dissenter's rights (§ 623(d), (f)) |
Pre-vote objection unless meeting notice missing or consent route; corporation sends registered authorization/consent notice within 10 days; no-objection-required and § 905/§ 913(g) holders elect within 20 days (§ 623(a)-(c)) |
Before or at meeting but before vote: written objection/election with name, address, number/classes, and fair-value demand; favorable vote/consent elects against payment; later-election routes use same core content (§ 623(a)-(c)) |
At election or within 1 month, submit certificates for notation and return; corporation has 45 days from election to terminate for default, subject to court good-cause relief; transferee takes no added rights (§ 623(f)) |
Registered offer after election period/consummation with 80% advance after consummation and financials; 30-day agreement period, then payment by later 60-day event; withdrawal generally by day 60 and before acceptance, later with consent (§ 623(e), (g)) |
Corporation petitions Supreme Court within 20 days after offer/agreement failure; shareholder has 30-day backstop, then rights lost absent good cause; office judicial district, plenary/exclusive, no jury/appraiser/referee, discretionary disclosure/interest/cost allocation (§ 623(h)) |
Fair value at close of business day before authorization using customary market methods and all relevant factors; payment enforcement displaces other share rights but preserves unlawful/fraud relief; no valuation or strategy conclusion (§ 623(h)(4), (k)) |
| North Carolina verified 2026-09-05 | N.C. Gen. Stat. art. 13, §§ 55-13-01 to -40; domestic corporation; shareholder includes record and beneficial holder (§ 55-13-01(2)-(3), (9), (11)) |
Qualifying merger, acquired-company share exchange, § 55-12-02 disposition, fractional-share/nonprofit/cooperative amendment, governing-record-created right, or conversion to foreign corporation/nonprofit/unincorporated entity; no separately named domestication (§ 55-13-02(a)) |
Covered-security, organized-market ≥2,000-holder/$20M, or redeemable-fund limits; qualifying-consideration and interested-transaction overrides; articles/bylaws/board may add rights; articles may limit preferred-share rights subject to exceptions (§ 55-13-02(b)-(c)) |
Record holder may split only by beneficial owner and all class/series shares; beneficial holder may assert all beneficial shares with record-holder written consent by form deadline; form tests acquisition before announcement (§§ 55-13-03, 55-13-22-.23) |
Meeting/offer says rights are, are not, or may apply; parent-merger notice within 10 days after effect; consent solicitation and nonconsenter notices; when rights may apply, Article 13 plus ≤16-month annual and latest interim financials (§ 55-13-20) |
Meeting: pre-vote written intent and no favorable vote; less-than-unanimous consent: pre-effect intent unless appraisal notice is under 25 days before effect, plus no favorable consent; offer-merger: pre-purchase intent and no tender (§ 55-13-21) |
Form sent from effectiveness through day 10; acquisition/nonapproval certifications, deposit directions, and corporation-set 40-60-day receipt window; return form and required certificates or lose payment (§§ 55-13-22-.23) |
Payment within 30 days after form due with financials/estimate/further-demand notice; after-acquired shares may receive offer instead; dissatisfied holder has 30 days; withdrawal by stated date, later with corporation consent (§§ 55-13-23, 55-13-25, 55-13-27-.28) |
Corporation files within 60 days after unsettled further demand or pays demanded cash plus interest; Superior Court Division in principal/registered-office county; holder bears compliance proof; all demanders joined, discovery, optional appraisers, no jury, cost/expense rules (§§ 55-13-30-.31) |
Immediately-before-effect value using customary/current methods, anticipatory change excluded unless inequitable, no marketability/minority discount except named amendment; postapproval challenge exceptions for authorization, fraud/disclosure, interested transaction, and late consent notice (§§ 55-13-01(5)-(6), 55-13-40) |
| North Dakota verified 2026-09-05 | North Dakota Business Corporation Act §§ 10-19.1-87 to -88; shareholder and consenting beneficial-owner routes; issuer or merger successor for procedure (§§ 10-19.1-87(2), -88(1)) |
Specified adverse charter amendments; qualifying asset disposition; merger; acquired-company exchange; corporation conversion; governing-record/board expansion. No separately named domestication trigger (§ 10-19.1-87(1)) |
NYSE, American Stock Exchange, Nasdaq Global Market, and Nasdaq Global Select Market classes/series generally excluded at the meeting record date or day before a no-meeting action; § 10-19.1-100 merger and nonqualifying-consideration exceptions; governing records/board may restore or add rights (§ 10-19.1-87(1)(f), (3), (6)) |
Record holder's partial position must cover all shares beneficially owned by each represented owner plus name/address disclosure; beneficial owner needs record-holder written consent by assertion. Record-date ownership controls eligibility; announcement-date ownership controls withholding. No express continuous-holding rule (§§ 10-19.1-87(2), (5), -88(7)) |
Meeting notice states the right and includes both statutes. After approval, procedure notice goes to preserved meeting holders, nonconsenting written-action holders, and no-vote holders; qualifying subsidiary-merger plan notice is due before or within 10 days after effectiveness (§§ 10-19.1-88(2), (4), -100(5), (9)) |
Meeting: written intent filed with the corporation before the vote and no favorable vote. Written action proceeds through nonconsent and later notice; the statute states no separate advance-intent step (§ 10-19.1-88(3)-(4)) |
After board and any required shareholder approval, notice gives the demand/certificate address and deadline, acquisition-date form, and both statutes. Demand and certificated-share deposit are due within 30 days after notice; no separate uncertificated-share restriction is stated (§ 10-19.1-88(4)-(5)) |
Later of effectiveness or valid demand triggers estimate-plus-interest remittance; post-announcement holders may receive an offer. Supplemental demand due within 30 days after remittance mailing; certificates returned if no remittance within 60 days. No express voluntary-withdrawal rule (§ 10-19.1-88(6)-(9)) |
Corporation must pay/agreed amount or petition within 60 days after supplemental demand; registered-office county venue. All unsettled demanders joined; civil rules, plenary/exclusive jurisdiction, optional appraisers; costs default to corporation with misconduct/noncompliance fee shifts; interest starts five days after effectiveness (§ 10-19.1-88(1), (10)-(13)) |
Fair value immediately before effectiveness; other rescission/set-aside relief limited to fraud where payment rights exist or the listed-share exception alone defeats them. No valuation, fiduciary, securities, tax, or strategy conclusion (§§ 10-19.1-87(4), -88(1)) |
| Oklahoma verified 2026-09-05 | Oklahoma General Corporation Act § 1091; record holder or qualifying direct beneficial owner; domestic stock corporation and surviving/resulting/converted entity (§ 1091(A), (D)-(E)) |
Statutory merger, consolidation, conversion, or acquired-company share acquisition under listed sections; certificate may add appraisal for amendment, merger/consolidation, all/substantially-all asset sale, or § 1090.5 conversion. No separately named domestication route (§ 1091(B)-(C)) |
Listed or >2,000-holder stock generally excluded at specified record time; surviving shares excluded when merger needs no surviving-company vote. Nonqualifying consideration and non-wholly-owned subsidiary exceptions; listed-share court case dismissed unless >1% shares, >$1m consideration, or specified merger (§ 1091(B), (G)) |
Record holder owns at demand and continuously through effect. Direct beneficial owner also continuously owns, identifies record holder, supplies documentary proof/true-copy statement and notice address. Any or all shares may be demanded; no favorable vote/consent (§ 1091(A), (D)(1), (D)(3)) |
Meeting notice ≥20 days before vote, with statute copy or free public link; separate demand before vote and effective notice within 10 days. Consent/offer/short-form routes allow notice before effect or within 10 days after, 20-day demand, and second effective-date notice if omitted (§ 1091(D)) |
Meeting route requires separate written demand before vote reasonably identifying owner and appraisal intent; proxy or negative vote is not demand. No favorable vote/consent. Other routes allow written/electronic demand within 20 days after mailed notice, with special offer timing (§ 1091(A), (D)(1)-(2)) |
No corporation-supplied appraisal form or prepetition share deposit. Effective-date notice before effect or within 10 days after when first notice omits it. Court may later require certificated stock submitted to clerk for notation and may dismiss noncompliant holder (§ 1091(D)(2), (G)) |
No statutory prepetition estimate, offer, or supplemental-demand stage. Entity may make pre-judgment cash payment, reducing later interest base. Unjoined/nonfiling owner may withdraw within 60 days after effect; later dismissal requires court approval (§ 1091(E), (H), (K)) |
Entity or eligible person petitions district court within 120 days after effect; statute states no county venue, special discovery, appraiser, or jury rule. Entity files verified unsettled-owner list within 20 days after service; court determines entitlement/value. Costs equitable; participating-owner fees/experts may be charged pro rata (§ 1091(E)-(J)) |
Court uses all relevant factors, excluding value from transaction accomplishment/expectation; interest ordinarily quarterly at 5 points over Federal Reserve discount rate unless good cause. Appraisal section does not decide fiduciary, securities, tax, or litigation-strategy issues (§ 1091(H)) |
| Oregon verified 2026-09-05 | Oregon Business Corporation Act ORS 60.551-.594; record or beneficial shareholder; issuer or merger/exchange survivor or acquirer (§ 60.551) |
Approval-required or parent merger, acquired-company share exchange, qualifying all/substantially-all sale, preemptive-right or fractional-share amendment, noncorporate conversion; articles/bylaws/board may add voted actions. No express domestication trigger (§ 60.554(1)) |
National-exchange-registered class/series excluded at meeting record date or parent-merger effective date unless articles restore rights; no consideration, interested-transaction, holder-count, value, or preferred-share exception stated (§ 60.554(3)) |
Record partial position must cover all shares beneficially owned by each represented person plus name/address; beneficial owner needs record-holder written consent by assertion and all owned or vote-directed shares. No express continuous-holding rule; announcement-date ownership affects withholding (§§ 60.557, 60.567, 60.584) |
Meeting notice states rights are/may be available and includes ORS 60.551-.594. No-shareholder-approval action requires written action notice plus dissenters' notice; nonunanimous written-consent authorization sends dissenters' notice to all entitled holders (§§ 60.561, 60.567(1)) |
Meeting: written intent before vote and no favorable vote; failure bars payment. No-shareholder-approval and written-consent routes proceed under later notice without a separate advance-intent step in these provisions (§§ 60.564, 60.567) |
Dissenters' notice no later than 10 days after action taken, with demand/deposit destinations, transfer restrictions, announcement/acquisition form, and ORS 60.551-.594. Corporation-set demand window 30-60 days; late demand or required certificate deposit bars payment (§§ 60.567, 60.571) |
Estimate+interest when action taken or demand received; post-announcement holders may receive an offer. Additional demand within 30 days after payment/offer; 60-day no-action return/restart. No express voluntary-withdrawal rule (§§ 60.577, 60.581, 60.584, 60.587) |
Corporation petitions within 60 days after unsettled additional demand or pays it; principal/registered-office county circuit court. All unsettled dissenters joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers; no special jury rule stated. Costs default to corporation with misconduct/noncompliance shifts (§§ 60.591, 60.594) |
Fair value immediately pre-effect, excluding anticipated change unless inequitable; interest at principal-bank-loan average or fair/equitable rate. Other challenge only if action unlawful or fraudulent as to shareholder/corporation; other advice remains outside scope (§§ 60.551(4)-(5), 60.554(2)) |
| Pennsylvania verified 2026-09-05 | 15 Pa.C.S. ch. 15, subch. D, §§ 1571-1580; business corporation; shareholder includes ultimate beneficial owner with dissolution-asset interest (§§ 1571(a), 1572) |
Title-invoked merger, acquired-corporation interest exchange, rights-changing conversion, qualifying asset transfer, or denied special-treatment class-vote route including reclassification amendment; no ordinary title-granted domestication right (§§ 333(d), 343(d), 353(c), 1906(c), 1932(c), 373(c)) |
Listed or >2,000-holder class/series exclusion for named transactions, with preferred/special and special-treatment exceptions; bylaws/board may grant optional rights; articles may prospectively limit preference-share rights (§ 1571(b)-(f)) |
Record holder may split record position only by beneficial owner and all same-class/series shares; beneficial owner may assert with timely record-holder consent; continuous beneficial ownership from pre-vote notice through effectiveness (§§ 1572-1574) |
Meeting notice states action/right and includes subchapter; after approval, meeting dissenters get further notice; less-than-unanimous consent/no-approval holders get adoption notice; demand place/time, certificate deposit, uncertificated restriction, acquisition-date form, and subchapter (§§ 1571(d), 1575) |
Before vote: written intent to demand fair value, no beneficial-ownership change through effectiveness, and no approval vote; proxy or against vote is not the notice; failure defeats payment right (§ 1574) |
Corporation's form requests acquisition-date certification; demand/certificate deadline at least 30 days after notice; late demand or certificate loses right; uncertificated transfer may be restricted (§§ 1575-.1576) |
Promptly after effectiveness/demand, remit estimate or no-remittance notice with financials, estimate, and supplemental-demand notice; holder has 30 days after mailing for own estimate; no separate general withdrawal procedure stated (§§ 1577-.1578) |
Corporation may apply within 60 days after latest of effectiveness/demand/estimate; dissenter has 30-day backstop; Court of Common Pleas forum, mandatory joinder, plenary/exclusive jurisdiction, optional appraiser, interest, cost/fee allocation (§§ 102, 1579-.1580) |
Fair value immediately before effectiveness, all relevant factors, no anticipatory appreciation/depreciation; equitable interest from effectiveness; statutory procedure does not decide value, transaction validity, fiduciary, securities, tax, or strategy (§ 1572) |
| Rhode Island verified 2026-09-05 | Rhode Island Business Corporation Act §§ 7-1.2-1201 to -1202; shareholder of ordinary corporation, with nominee/fiduciary rules for beneficial owners (§ 7-1.2-1201(a)-(b)) |
Filed merger, except qualifying surviving-corporation no-vote route; qualifying all/substantially-all asset sale/exchange requiring § 7-1.2-1102 approval. No share-exchange, charter-amendment, conversion, or domestication dissent trigger (§ 7-1.2-1201(a)) |
Unless articles restore rights, class/series registered on national exchange/NASD national market (or successor) or held by ≥2,000 record holders excluded on notice/plan-mailing record date. No consideration or interested-transaction exception stated (§ 7-1.2-1201(c)) |
Shareholder must dissent all registered shares beneficially owned personally; nominee/fiduciary must dissent all registered shares for each beneficial owner. No direct beneficial-owner route, consent mechanism, acquisition-date, after-acquired, or continuous-holding rule (§ 7-1.2-1201(b)) |
Meeting route requires pre/at-meeting written objection; dissent statute states no appraisal-specific advance materials. No-vote merger: mailed plan starts 15-day demand. Within 10 days after effect, corporation sends each demander effectiveness notice, price offer, ≤12-month balance sheet, and 12-month profit/loss statement (§ 7-1.2-1202(a), (c)) |
File written objection before/at meeting; after approval, do not vote in favor and make written demand within 10 days after vote. No-vote merger demand due within 15 days after plan mailing. Late demander is bound; timely demander loses voting and other shareholder rights (§ 7-1.2-1202(a)) |
No appraisal form. Effectiveness notice/offer due within 10 days. Every certificated demander submits certificates for demand notation within 20 days after demanding or corporation may terminate rights unless court excuses; final surrender occurs at agreed or judgment payment (§ 7-1.2-1202(c)-(e), (h)) |
Offer due within 10 days after effect with financials. Agreement must occur within 30 days after effect; payment then due within 90 days after effect. Unresolved holder gives written request for filing within 60 days. Withdrawal requires corporation consent; specified abandonment, rescission, revocation, all-share ownership, no timely demand/petition, or adverse entitlement ruling restores status (§ 7-1.2-1202(b)-(e)) |
Corporation files within 30 days after timely shareholder filing request, or may elect within 60 days after effect; on failure, any dissenter may file in corporation's name. Court of competent jurisdiction in registered-office county; all dissenters join quasi in rem; exclusive jurisdiction and optional appraisers. No discovery or jury rule stated. Civil-judgment-rate interest; corporate-cost default with equitable shift and limited expert award (§ 7-1.2-1202(e)-(g)) |
Fair value is day before approving vote, excluding anticipatory appreciation/depreciation. Completed action challenge limited to statutory/governing-record/board authorization defects or fraud/material misrepresentation. No separate no-vote valuation date or valuation, fiduciary, securities, tax, or strategy determination here (§§ 7-1.2-1201(d), -1202(a)) |
| South Carolina verified 2026-09-05 | South Carolina Business Corporation Act Chapter 13; record or beneficial shareholder; issuer or merger/exchange survivor or acquirer (§ 33-13-101) |
Approval-required and parent/subsidiary merger, acquired-company share exchange, qualifying all/substantially-all sale, specified adverse charter amendments, LLC/general/limited-partnership conversion; governing records/board may add rights. No express domestication trigger (§ 33-13-102(A)) |
No rights for class/series listed on national exchange or designated national-market-system security at meeting record date; no consideration exception stated. Articles/bylaws/board may add voting or nonvoting rights (§ 33-13-102(A)(5), (B)) |
Record partial position must cover all shares beneficially owned by each represented person plus name/address disclosure; beneficial owner must assert all owned or vote-directed shares and identify record holder if known. No express continuous-holding rule; announcement-date ownership affects withholding (§§ 33-13-103, -220, -270) |
Meeting notice states rights are/may be available and includes Chapter 13. No-vote action requires written effective-action notice plus dissenters' notice. No separate consent or tender-offer procedure stated (§ 33-13-200) |
Meeting: written intent before vote and no favorable vote; failure bars payment. Favorable vote cast by holder of corporation-solicited proxy does not disqualify shareholder. No-vote action proceeds by later notice (§ 33-13-210) |
Dissenters' notice within 10 days after action taken, with demand/deposit addresses, transfer restrictions, announcement-date form, Chapter 13. Demand deadline 30-60 days after notice; certificate-deposit date no earlier than 20 days after demand date; substantial noncompliance bars payment (§§ 33-13-220 to -230) |
Estimate+interest when action taken or demand received; post-announcement shares may receive an offer unless ownership devolved by law. Additional demand within 30 days after payment/offer; 60-day no-action return/restart rules. No express voluntary-withdrawal rule (§§ 33-13-250 to -280) |
Corporation petitions within 60 days after unsettled additional demand or pays it; principal/registered-office county circuit court. All unsettled dissenters joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers; no special jury rule stated. Costs default to corporation with misconduct/noncompliance shifts (§§ 33-13-300 to -310) |
Fair value immediately pre-effect, excluding anticipated change unless inequitable, using generally accepted financial-community techniques. Interest runs from effectiveness at principal-bank-loan average or fair/equitable rate; chapter does not resolve fiduciary, securities, tax, or strategy issues (§ 33-13-101(3)-(4)) |
| South Dakota verified 2026-09-05 | South Dakota Business Corporation Act §§ 47-1A-1301 to -1331.2; record or beneficial shareholder of ordinary corporation; survivor included for procedure (§ 47-1A-1301(2)-(3), (7), (9)) |
Entitled voter in approval-required merger; 90%-parent subsidiary merger; entitled voter in acquired-company exchange; qualifying asset disposition; cash-out fractional amendment; governing-record/board expansion; materially adverse domestication; conversion to unincorporated entity. No nonprofit-conversion trigger (§ 47-1A-1302) |
Named exchange/NASD-national-market class or unlisted class with ≥2,000 holders and ≥$20m generally excluded at record date/day before effect; nonqualifying consideration or specified interested acquisition restores. Section 1302.1 says limits cover triggers (1),(2),(3),(4),(6),(8), but § 1302 ends at (7), leaving conversion (7) textually unresolved. Articles may limit preferred-share rights; governing records/board may add rights (§§ 47-1A-1302.1 to -1302.2) |
Record holder may split only by beneficial owner, covering all class/series shares for that owner and disclosing name/address. Beneficial owner needs record-holder written consent by form deadline and asserts all owned class/series shares. No express continuous-holding rule; first-announcement certification controls after-acquired treatment (§§ 47-1A-1303 to -1303.1, -1322.1 to -1325.3) |
Meeting notice says rights are, are not, or may be available and includes the full appraisal chapter. 90%-parent notice due within 10 days after effect with appraisal materials. Appraisal chapter states no consent-specific notice or preservation route (§§ 47-1A-1320 to -1321) |
Meeting holder delivers written intent before vote and does not vote or permit any affected class/series share in favor; failure ends payment right. No consent- or tender-specific preservation rule stated (§ 47-1A-1321) |
Notice/form no later than 10 days after effect; form states first announcement, asks acquisition/no-favorable-vote certifications, gives estimate/destinations/withdrawal date. Corporation sets form/certificate deadline 40-60 days after sending; missing either ends payment right (§§ 47-1A-1322 to -1323.2) |
Ordinary cash payment plus interest due within 30 days after form deadline with financials/estimate; after-acquired holder may receive offer, with 30-day acceptance and 10-/40-day payment routes. Further demand stating holder estimate due within 30 days after payment/offer. Withdrawal date within 20 days after form deadline; later withdrawal needs corporation written consent (§§ 47-1A-1323.1 to -1326) |
Corporation petitions within 60 days after unsettled further demand or pays demand. Appropriate court in principal-office county, Hughes County fallback; all unsettled holders joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts, benefit allocation, and direct-payment suit (§§ 47-1A-1330 to -1331.2) |
Fair value immediately before effect, customary/current transaction-context techniques, no minority/marketability discount except specified amendments; judgment-rate interest from effect. Completed action challenge limited to authorization defects or fraud/material misrepresentation, except stated consideration/interested-person market exceptions. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 47-1A-1301(4)-(5), -1302.3) |
| Tennessee verified 2026-10-04 | Business Corporation Act ch. 23; shareholder includes record and beneficial holder, with nominee rules; dissenter must perfect rights under part 2 (§§ 48-23-101(3), (6)–(7), -103). |
Qualifying merger (including parent/subsidiary), share exchange, outside-ordinary-course substantially-all asset sale, specified adverse charter changes, conversion, or rights added by charter/bylaws/board resolution; conditions and asset-sale exceptions apply (§ 48-23-102(a)(1)–(6)). |
No dissent for shares listed on registered exchange or national-market-system security at effectiveness; charter, bylaws, or board resolution may add rights for shareholder-voted action (§ 48-23-102(a)(5), (c)). |
Partial record-holder dissent requires all shares of one beneficial owner and written owner identification; direct beneficial-holder dissent needs record-holder written consent and all same-class shares (§§ 48-23-101(1), (6)–(7), -103). |
Meeting notice states rights are, are not, or may be available and includes chapter when applicable; consent solicitation/nonconsenter notices have separate rules. Parent short-form merger notice within 10 days after effect; effective-action notice/form to qualifying holders (§§ 48-23-201, -203(a)). |
Meeting: written intent before vote and no favorable vote on those shares; less-than-unanimous consent: do not sign favorable consent. Failure loses payment right (§ 48-23-202(a)–(c)). |
Written notice/form from effective date through 10 days after; return form in corporation-set 40–60 days, certify acquisition/nonapproval, and deposit certificates as directed; missed form or required deposit loses payment (§§ 48-23-203(b), -204(a), (c)). |
After effect/demand, corporation pays estimate plus interest with financials; after-acquired shares may receive offer instead. Written supplemental demand within 1 month of payment/offer; withdrawal needs corporation consent (§§ 48-23-204(d), -206, -208–209). |
Corporation petitions equity court within 2 months of unsettled demand or pays amount demanded; county of principal/registered office; all unsettled dissenters joined, discovery/appraisers allowed. Costs generally corporation's, with bad-faith and noncompliance fee rules (§§ 48-23-301–302). |
Fair value immediately before action, excluding anticipatory change; interest from effective date under statutory Treasury-bill measure. Separate challenge only if action unlawful or fraudulent; no case-specific valuation or advice (§§ 48-23-101(4)–(5), -102(b)). |
| Texas verified 2026-09-05 | Tex. Bus. Orgs. Code ch. 10, subch. H; owners of interests in a domestic for-profit corporation (§§ 10.351-.352) |
Vote-required merger, qualifying asset sale or conversion; acquired-interest exchange; two special merger routes; public-benefit-corporation election amendment; no standalone domestication trigger (§ 10.354(a)) |
Merger/conversion/exchange market-out: listed or ≥2,000-holder class, equal treatment, and qualifying same-type listed/≥2,000-holder interests/fractional cash; short-form exception; separate amendment market-out (§ 10.354(b)-(d)) |
Owner perfects the right; no express continuous-holding/acquisition-date test; transferee takes only original dissenter's rights; beneficial owner may petition after the owner's demand (§§ 10.356, 10.360-.361(g)) |
Written notice by permitted delivery; meeting notice companion; consent notice before consent and post-effect for nonconsenters; special-merger and 10-day effectiveness notices; statute/link plus office address (§§ 10.353, 10.355) |
Meeting: premeeting objection to president/secretary at principal office and vote against; consent route: do not consent; detailed post-effect demand due within the applicable 20-day period (§ 10.356(a)-(c)) |
Submit certificates for notation within 20 days after demand; late submission permits termination at organization's option unless court finds good cause; no parallel statutory deposit for uncertificated interests (§ 10.356(d)) |
Organization answers demand within 20 days; accepted amount paid by day 90, or rejected with estimate/offer; acceptance/agreement by day 90 and payment by day 120; withdrawal timing turns on payment/petition (§§ 10.357-.358) |
Either side petitions within 60 days after the day-90 agreement period; principal/registered-office county; beneficial-owner petition route; court appoints appraiser; report objection/hearing, prejudgment-rate interest, equitable costs (§§ 10.361, 10.363-.365) |
Fair value is day before action, excluding action-related change; going-concern basis without control/minority/marketability adjustments; appraisal exclusive for value/damages absent fraud (§§ 10.362, 10.366, 10.368) |
| Utah verified 2026-10-01 | Utah Revised Business Corporation Act Part 13; record or beneficial shareholder, voting or nonvoting; issuer or merger/exchange survivor or acquirer (§§ 16-10a-1301 to -1302) |
Approval-required merger under current § 16-1a-703 or articles, parent merger, acquired-company share exchange, qualifying corporation or controlled-entity asset sale; governing records/board may add other actions (§ 16-10a-1302(1)-(2)) |
National-exchange/Nasdaq-listed or >2,000-holder class/series generally excluded at meeting/consent record date or no-vote effective date; nonqualifying consideration exception. Articles/bylaws/board may restore or add rights; no interested-transaction or preferred-share rule stated (§ 16-10a-1302(2)-(4)) |
Record partial position must cover all shares beneficially owned by each represented person plus name/address; beneficial owner needs record-holder consent by assertion and all owned shares. Must hold at shareholder approval or no-vote effectiveness unless governing records/board vary; no later continuous-holding rule (§§ 16-10a-1303, -1321(3)) |
Meeting notice goes to all record-date shareholders, states rights, and includes Part 13 plus voting materials; consent solicitation must be preceded/accompanied by same materials. Notice failure does not invalidate action; post-effective notice follows all authorized routes (§§ 16-10a-1320, -1322) |
Meeting: written intent received before vote and no shares voted for. Consent: no favorable writing. Failure, including approval/effective-date holding rule, bars payment unless governing records/board vary ownership requirement (§ 16-10a-1321) |
Notice ≤10 days after effectiveness; authorization/effective date, demand/deposit addresses, transfer restrictions, demand form/address, optional owner certification, Part 13. Demand and certificate deadlines 30-70 days after notice; late demand/deposit bars payment (§§ 16-10a-1322 to -1324) |
Later of effectiveness or demand triggers estimate plus annually compounded interest; optional postannouncement offer; further demand within 30 days after payment or offer, including stated payment/return failures; 60-day no-effect return/restart (§§ 16-10a-1325 to -1328) |
Corporation sues within 60 days after unresolved demand or pays it; court with Title 78A jurisdiction; all unresolved holders joined, civil discovery, optional appraisers; costs default to corporation with misconduct/noncompliance shifts (§§ 16-10a-1330 to -1331) |
Fair value immediately pre-effect and excludes anticipated appreciation/depreciation without stated inequity exception; interest from effect at § 15-1-1 rate, compounded annually. Other challenge only if action unlawful or fraudulent as to shareholder/corporation (§§ 16-10a-1301(4)-(5), -1302(5)) |
| Vermont verified 2026-09-05 | Vermont Business Corporation Act ch. 13, 11A V.S.A. §§ 13.01-.31; record and beneficial shareholders; issuer and merger/exchange survivor or acquirer for procedure (§§ 13.01, 13.03) |
Approval-required merger and subsidiary-parent merger; acquired-company exchange; conversion/domestication unless same dissent rights continue; qualifying asset disposition; five adverse/fractional amendments; articles/bylaws/board expansion (§ 13.02(a)) |
No statutory exchange-listing, public-company, holder-count, market-value, or consideration exclusion in ch. 13. Articles, bylaws, or board resolution may add rights for voting or nonvoting shareholders (§ 13.02(a)(7)) |
Record holder may split only by beneficial owner and must identify each owner; beneficial holder needs record-holder written consent by assertion and must cover all owned or vote-directed shares. No express continuous-holding rule; announcement-date ownership affects payment treatment (§§ 13.03, 13.22, 13.27) |
Meeting notice states rights are or may be available and includes ch. 13; no-vote action gets written action notice plus § 13.22 notice. Authorized-meeting notice goes to preserved holders within 10 days; no-vote holders proceed without advance intent (§§ 13.20, 13.22) |
Meeting holder delivers written intent before vote and does not vote shares in favor; failure ends payment right. Chapter 13 states no separate consent-signing rule; a no-vote action proceeds through later notice and demand (§§ 13.20-.21) |
Notice gives demand and certificate instructions, uncertificated-share restrictions, announcement/acquisition certification, and ch. 13; corporation-set demand date is 30-60 days after notice. Timely demand and certificate deposit required; transfer restrictions may apply (§§ 13.22-.24) |
After action/demand, corporation pays estimate plus interest with financials and calculations; after-acquired shares may receive offer. Further demand due within 30 days after payment/offer, with additional failure-to-pay/return grounds. Certificates/restrictions released if no action within 60 days. No express voluntary-withdrawal rule (§§ 13.25-.28) |
Corporation petitions within 60 days after unsettled further demand or pays demanded amount; Superior Court in principal-office county, registered-office fallback. All unsettled dissenters joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers. Costs default to corporation with misconduct/noncompliance fee shifts (§§ 13.30-.31) |
Fair value immediately before effectiveness, excluding transaction-anticipation effects unless inequitable; interest from effectiveness at average principal-bank-loan rate or a fair/equitable rate. Action challenge limited to unlawfulness or fraud; no valuation or strategy conclusion (§§ 13.01(3)-(4), 13.02(b)) |
| Virginia verified 2026-09-05 | Virginia Stock Corporation Act Article 15; issuer domestic corporation, survivor for payment/court matters; record and beneficial holders and voting-trust owners (§ 13.1-729) |
Qualifying merger/acquired exchange; interested § 724 asset disposition; fractional-share repurchase amendment; less-favorable domestication; conversion to unincorporated entity. Articles/bylaws/board may add specified transactions (§ 13.1-730(A)) |
Covered securities, organized market with ≥2,000 holders/≥$20m qualifying value, or redeemable investment shares generally excluded; nonqualifying consideration/interested-transaction exceptions. Preferred-share limitation requires separate voting right and one-year protection for outstanding commitments (§ 13.1-730(B)-(C)) |
Nominee partial-record position requires all eligible class/series shares for each owner and name/address disclosure; beneficial/voting-trust owner needs record-holder written consent by form deadline. Acquisition-date certification affects payment; no separate general continuous-holding clause (§§ 13.1-731, -734(B)(1), -735.1) |
Meeting/offer and consent notices state corporate appraisal position and include Article 15 when applicable; annual financials within 16 months and latest quarterly statements. Short-form parent notice within 10 days after effectiveness, with appraisal materials (§ 13.1-732) |
Meeting: secretary receives written intent before vote; no class/series shares voted for. Consent: intent before effect unless appraisal notice <25 days before; no favorable consent. No-vote offer: intent before purchase and no tender (§ 13.1-733) |
Notice/form from effectiveness through day 10; acquisition/nonapproval certifications, estimate, deposit instructions and Article 15. Form receipt window 40-60 days; certificates and signed form required; late/noncompliant holder loses payment (§§ 13.1-734, -735.1) |
Ordinary cash estimate+interest within 30 days after form due; after-acquired may receive offer instead. Written dissatisfaction within 30 days after receipt. Withdrawal to secretary by notice date within 20 days after form deadline; later only corporate written consent (§§ 13.1-734(B)(2)(e), -735.1, -737 to -739) |
Corporation petitions circuit court within 60 days after unsettled demand; otherwise demanded cash+interest. Principal-office/registered-office venue; all unsettled holders joined, civil discovery, no jury; appraisers, corporate-default costs and specified expense shifts (§§ 13.1-740 to -741) |
Fair value immediately pre-effect using statutory concepts, no minority/marketability discount except specified optional amendment rights; other remedies limited with express authorization, fraud, related-person and short-notice-consent exceptions (§§ 13.1-729, -741.1) |
| Washington verified 2026-09-05 | Washington Business Corporation Act, chapter 23B.13 RCW; issuer or merger/exchange survivor/acquirer; record and beneficial shareholders (RCW 23B.13.010) |
Qualifying merger, acquired exchange, outside-course all/substantially-all disposition, all-share redemption/cancellation amendment, and conversion. Voting conditions vary; foreign-corporation conversion needs less-favorable terms/percentage. Governing records may add voted actions (RCW 23B.13.020(1)) |
No general listed-share/holder-count/consideration market-out in chapter 23B.13. Asset-sale exceptions for court order or cash plan distributing all/substantially-all net proceeds within one year. Articles/bylaws/board may add rights; surviving merger shares excluded (RCW 23B.13.020(1)) |
Record partial dissent only for all shares beneficially owned by each represented person plus name/address notice. Beneficial holder needs record-holder executed consent by assertion and all owned/vote-directed shares. Announcement-date ownership affects advance payment (RCW 23B.13.010, .030, .220(6)(c), .270) |
Meeting notice, qualifying offer, and consent solicitation state rights may exist and include chapter. Consent approval notice promptly after sufficient consents delivered; meeting/offer, subsidiary and no-vote redemption notices generally within 10 days after effect (RCW 23B.13.200, .220; 23B.07.040(3)) |
Meeting: written intent before vote and no favorable vote. No-vote offer: written intent before purchase and no tender. Written-consent route: no execution or favorable vote, without a separate pre-effective intent requirement (RCW 23B.13.210) |
Notice sets demand receipt 30-60 days after delivery, certificate deposit, uncertificated restrictions, and first-announcement ownership certification; chapter attached. Demand and required deposit timely or no payment (RCW 23B.13.220-.240) |
Estimate+interest within 30 days of later effectiveness/demand receipt; after-acquired withholding/offer allowed. Dissatisfied demand within 30 days after payment/offer. Withdrawal needs corporate written consent; 60-day failure-to-effect reset (RCW 23B.13.020(3), .250-.280) |
Corporation petitions superior court within 60 days after unsettled demand or pays demanded amount; principal-office/registered-office county, all unsettled dissenters, appraisers and civil discovery. Corporate-default costs and misconduct/noncompliance fee shifts (RCW 23B.13.300-.310) |
Fair value immediately before effective date; anticipation-based appreciation/depreciation excluded unless inequitable. Other challenge limited to statutory/governing-record procedure or fraud. No valuation, securities, tax, or litigation advice (RCW 23B.13.010(3), .020(2)) |
| West Virginia verified 2026-09-05 | West Virginia Business Corporation Act art. 31D-13; record or beneficial shareholder of ordinary domestic corporation; beneficial shareholder includes voting-trust or nominee-held beneficial owner (§ 31D-13-1301(2), (7), (9)) |
Entitled voter in approval-required merger; 90%-parent subsidiary merger; entitled voter in acquired-company share exchange; qualifying asset disposition; cash-out fractional-share amendment; governing-record/board expansion. No default conversion or domestication trigger (§ 31D-13-1302(a)) |
For default triggers (1)-(4), NYSE/AMEX/NASD-national-market shares or unlisted class with ≥2,000 holders and ≥$20m market value generally excluded at record date/day before effect; nonqualifying consideration or specified interested acquisition restores. Articles may limit preferred-share rights, subject to one-year transition; governing records/board may add rights (§ 31D-13-1302(a)(5), (b)-(c)) |
Record holder may split only by beneficial owner, covering all class/series shares for that owner and disclosing name/address. Beneficial owner needs record-holder consent by form deadline and asserts all owned class/series shares. No express continuous-holding rule; first-announcement certification controls after-acquired treatment (§§ 31D-13-1303, -1322 to -1325) |
Meeting notice says rights are, are not, or may be available and includes Article 13 if available/maybe. 90%-parent notice due within 10 days after effect with post-effective materials. Article 13 states no consent- or tender-specific appraisal notice route (§ 31D-13-1320) |
Meeting holder delivers written intent before vote and does not vote or permit any affected class/series share in favor; failure ends payment right. Article 13 states no separate consent, offer, or tender preservation rule (§ 31D-13-1321) |
Notice/form no later than 10 days after effect; form states first principal-term announcement, asks acquisition/no-favorable-vote certifications, and gives estimate/destinations/withdrawal date. Corporation sets form/certificate deadline 40-60 days after sending; missing either waives payment (§§ 31D-13-1322 to -1323) |
Ordinary cash payment plus interest due within 30 days after form deadline with financials/estimate; after-acquired holder may receive offer. Further demand stating holder estimate due within 30 days after payment/offer. Withdrawal date is within 20 days after form deadline; later withdrawal needs corporation written consent (§§ 31D-13-1323 to -1326) |
Corporation petitions within 60 days after unsettled further demand or pays demand. Statute names neither court level nor venue. All unsettled holders joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts, fee rules, and direct-payment suit (§§ 31D-13-1330 to -1331) |
Fair value immediately before effect, customary/current transaction-context techniques, no minority/marketability discount except specified amendments; judgment-rate interest from effect to payment. Completed action challenge limited to authorization defects or fraud/material misrepresentation. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 31D-13-1301(4)-(5), -1302(d)) |
| Wisconsin verified 2026-09-05 | Wisconsin Business Corporation Law §§ 180.1301 to 180.1331; shareholder or beneficial shareholder of domestic issuer; survivor/acquirer included after merger or interest exchange (§ 180.1301(1)-(3), (6)) |
Vote-required merger; subsidiary-parent merger; some parent-subsidiary mergers; voting holder in acquired-company interest exchange; qualifying all/substantially-all asset sale/exchange; governing-record/board expansion. Articles may add five adverse amendment effects. No general conversion or domestication trigger (§ 180.1302(1)-(2)) |
Unless articles restore rights, class/series registered on national exchange or Nasdaq-quoted is excluded at meeting-notice record date. No holder-count, market-value, consideration, or interested-transaction exception stated. Governing records/board may add shareholder-voted rights; articles may add specified adverse-amendment rights (§ 180.1302(1)-(2), (4)) |
Record holder may split only by beneficial owner, dissenting all shares for that person and disclosing name/address. Beneficial owner needs record-holder written consent by assertion and asserts all beneficially owned shares. No express continuous-holding rule; preannouncement ownership controls after-acquired treatment (§§ 180.1303, 180.1322 to 180.1327) |
Meeting notice says rights are or may be available and includes the full dissenters' chapter. Action authorized without shareholder vote triggers written authorization notice plus dissenters' notice. Dissenters' notice due within 10 days after authorization, with destinations, uncertificated restrictions, form/announcement date, 30-60-day demand date (§§ 180.1320, 180.1322) |
Meeting holder delivers compliant written intent before vote and does not vote shares in favor; failure ends payment right. No consent- or tender-specific preservation rule stated (§ 180.1321) |
Notice/form due within 10 days after authorization, not effectiveness; corporation-set demand date 30-60 days after delivery. Holder demands in writing, certifies preannouncement ownership, and deposits certificates as directed; missing demand/deposit ends right. Uncertificated shares may be transfer-restricted (§§ 180.1322 to 180.1324) |
Except after-acquired shares, corporation pays estimate plus interest as soon as later of effect or demand, with ≤16-month financials and further-demand notice. After-acquired shares get offer. Further demand due within 30 days after payment/offer. If action not effected within 60 days after demand date, return shares/release restrictions and restart if later effected. No express withdrawal procedure (§§ 180.1325 to 180.1328) |
Corporation brings special proceeding within 60 days after unsettled further demand or pays demand. Circuit court in principal-office county, registered-office fallback; all dissenters joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery. No jury rule stated. Corporate-cost default with misconduct/noncompliance shifts and common-benefit allocation (§§ 180.1330 to 180.1331) |
Ordinary fair value immediately before effect, excluding anticipatory appreciation/depreciation unless inequitable; business-combination shares use separate statutory market-value definition. Interest uses corporation's average current principal-bank-loan rate or fair/equitable rate if none. Action challenge barred unless unlawful or fraudulent, subject to statutory exception. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 180.1301(4)-(5), 180.1302(5)) |
| Wyoming verified 2026-09-05 | Wyoming Business Corporation Act art. 13, W.S. §§ 17-16-1301 to -1331; record and beneficial shareholders; issuer and, for later procedure, merger survivor (§ 17-16-1301(a)(i)-(ii), (vi)-(vii)) |
Approval-required merger/consolidation and parent-subsidiary merger; acquired-company exchange; qualifying asset disposition; five adverse/fractional amendments; materially adverse transfer/domestication; nonprofit or unincorporated conversion; articles/bylaws/board expansion (§ 17-16-1302(a)) |
Covered securities, organized-market shares meeting 2,000-holder/$20 million test, and redeemable registered investment-company shares limited for triggers (i)-(iv), (vi), (viii), measured at meeting record date or day before no-meeting action; nonqualifying-consideration exception; no interested-transaction exception; governing-record/board expansion (§ 17-16-1302(a)(v), (b)) |
Record holder may split only by beneficial owner and must identify each owner; beneficial holder needs record-holder consent by form deadline and must assert all class/series shares. No express continuous-holding rule; announcement-date acquisition affects payment treatment (§§ 17-16-1303, -1322 to -1325) |
Meeting notice says rights are, are not, or may be available and includes article when applicable; consent notice goes at solicitation and with notice to nonconsenters/nonvoters; parent-subsidiary merger notice within 10 days after effectiveness; financials included unless waived (§§ 17-16-1320, -1322) |
Meeting holder delivers written intent before vote and does not vote/permit class or series shares in favor; written-consent holder does not execute favorable consent. Failure ends payment right (§ 17-16-1321) |
Appraisal notice/form due by day 10 after effectiveness; form states announcement date, acquisition and nonapproval certifications, estimate, and directions. Corporation-receipt deadline is 40-60 days after sending; timely form and certificate deposit required; withdrawal deadline within 20 days after form date (§§ 17-16-1322 to -1323) |
Ordinary estimate-plus-interest payment within 120 days after form due; after-acquired shares may receive offer within 30 days, with 30-day acceptance and 10/130-day payment rules. Further demand due within 30 days after payment/offer. Timely withdrawal by stated date; later withdrawal needs written consent (§§ 17-16-1323 to -1326) |
Corporation petitions within 60 days after unsettled further demand or pays demanded amount plus interest; district court in principal-office county, registered-office fallback. All unsettled holders joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers. Costs default to corporation with equitable shifts and direct-payment-suit expenses (§§ 17-16-1330 to -1331) |
Fair value immediately before effectiveness, using customary/current methods without marketability or minority discount except when appropriate for an amendment; interest from effectiveness at principal-bank-loan or fair/equitable rate. Challenge exceptions include authorization defects, fraud/misrepresentation/omission, and specified consent notice (§§ 17-16-1301(a)(iv)-(v), -1340) |
This survey covers 49 of 51 jurisdictions so far; new states are verified and added continuously. A state missing here hasn't been verified yet. We don't publish unverified answers. Ohio is a separate case: no official statute text is publicly available to quote there.
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