Corporate Appraisal and Dissenters'-Rights Procedure in Florida

At a glance

Requirements one by one

Governing law, corporation, shareholder, and transaction scope

Florida's appraisal procedure is in sections 607.1301 through 607.1340. The statute defines the corporation as the domestic issuer and, for post-demand matters, includes the entity resulting from a domestication or conversion and the merger survivor. “Shareholder” expressly includes a record shareholder, beneficial shareholder, and voting-trust beneficial owner. Fla. Stat. § 607.1301(4), (9) (accessed September 5, 2026).

Merger, exchange, asset-sale, amendment, conversion, and domestication triggers

The ordinary transaction list reaches an approval-required domestication or conversion; an approval-required or tender-route merger; a parent-subsidiary merger; acquired shares in a share exchange; and a qualifying disposition of assets on which the shareholder votes. It also reaches a fractional-share amendment, another merger/exchange/disposition/amendment when current articles, bylaws, or a board resolution provide appraisal, an amendment that alters or abolishes appraisal rights, and defined adverse amendments for legacy classes or classes in corporations with 100 or fewer shareholders. Fla. Stat. § 607.1302(1)(a)-(h) (accessed September 5, 2026).

The social-purpose and benefit-corporation routes in paragraphs (1)(i) through (l) are outside this ordinary-corporation survey.

Market-out, public-company, consideration, and governing-record expansion

For the listed ordinary routes, appraisal is unavailable for a covered security; for shares traded in an organized or comparable market with at least 2,000 shareholders and $20 million in qualifying market value; or for shares in a registered open-end investment company redeemable at net asset value. The statute defines the record date for each transaction route, and the exclusion does not apply to an interested transaction. Fla. Stat. § 607.1302(2) (accessed September 5, 2026).

Current articles, bylaws, or a board resolution may add appraisal to another merger, exchange, disposition, or amendment; shareholders must approve a change to a bylaw or board-created right. Articles may instead limit or eliminate preferred-share rights, but separate-vote, domestication/conversion, and one- year transition exceptions constrain that route. Fla. Stat. § 607.1302(1)(f), (3) (accessed September 5, 2026).

Record/beneficial ownership, nominees, continuous holding, and share scope

A nominee record holder may assert rights for fewer than all shares registered in its name only by objecting for every share of the class or series owned by the particular beneficial or voting-trust owner, satisfying the pre-record-date acquisition condition, and giving the corporation the required name and address. Fla. Stat. § 607.1303(1) (accessed September 5, 2026).

A beneficial or voting-trust beneficial owner may assert directly only with the record shareholder's written consent by the form deadline, for all beneficially owned shares of the class or series, and only if all were acquired before the applicable record date. Fla. Stat. § 607.1303(2) (accessed September 5, 2026).

Meeting, consent, short-form, and post-effective notice

The meeting notice or qualifying tender offer states whether the corporation concluded rights are, are not, or may be available and, when rights are or may be available, includes sections 607.1301 through 607.1340. A parent-subsidiary merger uses written post-effective notice within 10 days. Fla. Stat. § 607.1320(1)-(2) (accessed September 5, 2026).

In a written-consent route, solicitation notice goes out when consent is first solicited; nonconsenting and nonvoting shareholders receive notice at least 10 days before effectiveness. When the corporation concludes rights are or may be available, the relevant notice also carries annual statements dated within 16 months and the latest quarterly statements, subject to the statute's financial- information substitute and written waiver. Fla. Stat. § 607.1320(3)-(5) (accessed September 5, 2026).

Pre-vote intent, demand form and delivery, and voting consequences

At a meeting, the shareholder must have beneficially owned the shares on the record date, deliver written intent before the vote for every beneficially owned share of the class or series, and not vote those shares in favor. The consent route likewise uses record-date beneficial ownership and all class/series shares, but bars signing a favorable consent. Fla. Stat. § 607.1321(1)-(2) (accessed September 5, 2026).

For a Section 607.11035 offer-followed-by-merger, the shareholder must own on the offer date, deliver written intent before purchase for all class/series shares, and not tender them. Failure to satisfy the applicable meeting, consent, or offer route ends the payment right. Fla. Stat. § 607.1321(3)-(4) (accessed September 5, 2026).

Post-effective appraisal notice, form, share deposit, and deadline

The corporation sends its appraisal notice and form no earlier than effectiveness and no later than 10 days afterward. The form covers shareholder identity, affected shares, voting/consent posture, offer acceptance, or the holder's estimate and demand. The corporation sets a receipt deadline 40 to 60 days after sending, states its estimate and offer, identifies any certificate- deposit location and deadline, and sets the withdrawal deadline within 20 days after the form deadline. Fla. Stat. § 607.1322(1)-(2) (accessed September 5, 2026).

The shareholder signs and returns the form and deposits certificated shares as directed. Deposit, or return for uncertificated shares, ends ordinary shareholder rights unless the holder timely withdraws; missing the form or required deposit ends entitlement to payment. Fla. Stat. § 607.1323(1)-(3) (accessed September 5, 2026).

Corporation payment/offer, supplemental demand, and withdrawal

If the shareholder accepts the corporation's estimate on the form, payment is due within 90 days after the corporation receives the form and ends further consideration rights. A dissatisfied shareholder instead states an estimate and payment demand on that same form; missing the form window limits the holder to the corporation's offer. The corporation may prepay some or all of what it determines is due while the dispute continues. Fla. Stat. §§ 607.1324 and 607.1326 (accessed September 5, 2026).

Timely written withdrawal follows the date stated in the appraisal notice. After that date, withdrawal requires the corporation's written consent. Fla. Stat. § 607.1323(2) (accessed September 5, 2026).

Court petitioner, venue, timing, discovery, costs, and interest

The corporation must commence a circuit-court proceeding within 60 days after receiving an unsettled demand. If it does not, any demanding shareholder may commence in the corporation's name. All unresolved demanders become parties; the court has plenary and exclusive jurisdiction, may appoint appraisers, gives ordinary civil discovery, and provides no jury trial. Fla. Stat. § 607.1330(1)-(4) (accessed September 5, 2026).

The corporation pays the final amount within 10 days after final determination. Costs ordinarily run against the corporation, subject to bad-faith allocation; the court may allocate counsel and expert fees for substantial notice noncompliance or arbitrary, vexatious, or bad-faith conduct. Fla. Stat. §§ 607.1330(6), 607.1331 (accessed September 5, 2026).

Fair-value, fiduciary, securities, tax, and litigation boundaries

Florida's reference time is immediately before the corporate action becomes effective. The statute calls for customary and current methods, generally excludes transaction-anticipated appreciation or depreciation unless exclusion would be inequitable, and bars marketability and minority discounts. Fla. Stat. § 607.1301(5) (accessed September 5, 2026). This page does not select or apply a valuation method.

A shareholder with appraisal rights may not challenge the completed action unless it lacked statutory authorization/approval or was procured through fraud, material misrepresentation, or a material-fact omission; the section preserves the separate conflict statute. Fla. Stat. § 607.1340 (accessed September 5, 2026). It does not decide any such claim here.

What trips people up

The pre-action notice of intent and the post-effective appraisal form do different jobs. A shareholder who preserves the right at the meeting, consent, or tender stage still loses payment entitlement by missing the corporation-set form deadline or required certificate deposit; returning the form without accepting the corporation's offer must also state the shareholder's estimate and demand. Fla. Stat. §§ 607.1321(4), 607.1322(2), 607.1323(3), and 607.1326(1)-(2) (accessed September 5, 2026).

Common questions

What if the corporation cannot satisfy the distribution standard when payment is due?

The shareholder chooses in writing either to withdraw with corporation consent or remain a claimant with the statute's liquidation priority and later-payment rules. The choice is due within 30 days after the corporation's written inability-to-pay notice; silence is treated as withdrawal. Fla. Stat. § 607.1333 (accessed September 5, 2026).

Is there a jury trial in the appraisal proceeding?

No. Section 607.1330(4) expressly says there is no jury-trial right. Fla. Stat. § 607.1330(4) (accessed September 5, 2026).

What if the corporation accepts the form but misses the required payment?

The shareholder may sue directly for the unpaid amount. To the extent successful, the shareholder recovers the suit's costs and expenses, including attorney fees. Fla. Stat. § 607.1331(4) (accessed September 5, 2026).

Statutes and sources

• Fla. Stat. § 607.1301, § 607.1302, and § 607.1303 — definitions, transaction and amendment triggers, market-outs, preferred-share limits, and record/beneficial ownership; accessed September 5, 2026.
• Fla. Stat. § 607.1320, § 607.1321, § 607.1322, § 607.1323, § 607.1324, and § 607.1326 — transaction notices, pre-action preservation, appraisal form, deposit, withdrawal, offer, demand, and prepayment; accessed September 5, 2026.
• Fla. Stat. § 607.1330, § 607.1331, § 607.1333, and § 607.1340 — court proceeding, costs and fees, payment limits, and completed-action remedy boundary; accessed September 5, 2026.