Corporate Appraisal and Dissenters'-Rights Procedure in New York

At a glance

Requirements one by one

Governing law, corporation, shareholder, and transaction scope

Business Corporation Law § 910 grants a domestic-corporation shareholder the right to receive fair value and the other benefits of § 623, but only by complying with § 623. Section 806(b)(6) provides the corresponding route for specified adversely affected shares in a charter amendment. N.Y. Bus. Corp. Law § 910(a) and § 806(b)(6) (accessed September 5, 2026).

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

The ordinary § 910 list covers a voting shareholder who does not assent to a qualifying merger or consolidation, an approval-required disposition of all or substantially all assets, or an exchange in which the corporation is the subject corporation. It separately covers subsidiary shareholders in the § 905 and § 907(c) merger routes, holders in the § 913(g) exchange route, and nonvoting holders whose merger shares become cash or other consideration rather than shares of the survivor, consolidated corporation, or another corporation. N.Y. Bus. Corp. Law § 910(a)(1)-(3) (accessed September 5, 2026).

Section 806(b)(6) adds certificate amendments that alter or abolish a preference, create/alter/abolish a redemption or sinking-fund right, alter or abolish a preemptive right, or exclude or limit a voting right, subject to its new-share exception. N.Y. Bus. Corp. Law § 806(b)(6) (accessed September 5, 2026). These governing sections state no conversion, domestication, continuance, or transfer trigger.

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

Section 910 denies the ordinary merger right for a parent shareholder in its named parent-subsidiary routes and usually for a surviving-corporation holder whose share rights do not undergo a § 806(b)(6) change. It also excludes the specified merger and share-exchange shares when they were listed on a national exchange or designated as a national-market-system security on the voting record date. N.Y. Bus. Corp. Law § 910(a)(1)(A),(C) (accessed September 5, 2026).

The asset-disposition right excludes an all-cash transaction whose approval is conditioned on dissolution and distribution of substantially all net assets by the holders' interests within one year. N.Y. Bus. Corp. Law § 910(a)(1)(B) (accessed September 5, 2026). Sections 806, 910, and 623 state no general certificate, bylaw, or board route for creating additional appraisal rights.

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

The holder of record must dissent as to all eligible record-held shares the holder owns beneficially. A nominee or fiduciary likewise acts for all eligible shares it holds for each beneficial owner, rather than splitting that owner's position. N.Y. Bus. Corp. Law § 623(d) (accessed September 5, 2026). Section 623 states no continuous-holding or acquisition-date condition and no direct beneficial-owner demand route.

A transferee of a certificate already marked with the dissent notation gains only the rights the original dissenting holder possessed when the transfer occurred. N.Y. Bus. Corp. Law § 623(f) (accessed September 5, 2026).

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

The ordinary meeting holder files the § 623(a) objection before the meeting or at the meeting before the vote. A premeeting objection is excused if the corporation failed to provide the meeting notice required by the chapter or the action is authorized by written consent without a meeting. N.Y. Bus. Corp. Law § 623(a) (accessed September 5, 2026).

Within 10 days after the vote or requisite consent, the corporation sends registered-mail authorization notice to objectors and holders from whom an objection was not required, excluding favorable voters and consenters. The no-objection-required holder then has 20 days to elect and demand; the named subsidiary-merger and exchange holders use a 20-day period after receiving the plan or material outline. N.Y. Bus. Corp. Law § 623(b)-(c) (accessed September 5, 2026).

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

The ordinary objection is already the demand. It states the election to dissent, name and residence address, number and classes of shares, and demand for fair value if the action occurs. N.Y. Bus. Corp. Law § 623(a) (accessed September 5, 2026). A shareholder who votes for or consents in writing is treated as electing not to enforce payment rights. N.Y. Bus. Corp. Law § 623(b) (accessed September 5, 2026).

For consent, missing-meeting-notice, subsidiary-merger, and § 913(g) exchange routes, the later notice of election carries the same name, address, share count and classes, and payment demand. N.Y. Bus. Corp. Law § 623(c) (accessed September 5, 2026).

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

A certificated-share holder submits certificates with the election or within one month for a conspicuous notation; the corporation or transfer agent returns them. If the holder misses that step, the corporation has 45 days from the election filing to give written notice that terminates the right, unless a court directs otherwise for good cause. N.Y. Bus. Corp. Law § 623(f) (accessed September 5, 2026).

New York does not prescribe a separate post-effective appraisal form. Its written objection or later election is the demand, followed by the certificate notation and corporation offer.

Corporation payment/offer, supplemental demand, and withdrawal

The corporation makes a registered-mail offer within 15 days after the election period or consummation, whichever is later, but no later than 90 days after authorization. Once the action is consummated, the offer includes an 80% advance payment for a holder who submitted certificates, or a promise of that advance on submission, and it includes holder-count and financial information. Acceptance of the advance does not waive dissent rights. N.Y. Bus. Corp. Law § 623(g) (accessed September 5, 2026).

The offer produces a 30-day agreement period. If the parties agree, payment is due within 60 days after the offer or consummation, whichever is later, against certificate surrender. Withdrawal must precede written acceptance and normally occur within 60 days after consummation; a late corporation offer extends that period, while later withdrawal needs written corporation consent and return of any advance. N.Y. Bus. Corp. Law § 623(e),(g) (accessed September 5, 2026).

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

When the corporation makes no timely offer or the 30-day agreement period ends without agreement, the corporation has 20 days to institute a special proceeding in the Supreme Court for the judicial district of its office. If it does not, any dissenter has another 30 days; after that, all dissent rights are lost unless the court directs otherwise for good cause. N.Y. Bus. Corp. Law § 623(h)(1)-(2) (accessed September 5, 2026).

The proceeding includes all nonsettling dissenters and has plenary, exclusive jurisdiction. The court determines fair value without a jury, appraiser, or referee and may permit pretrial disclosure. Interest is equitable from consummation to payment; each party starts with its own costs and fees, subject to the statute's discretionary bad-faith, no-offer, missed-filing, and material- excess allocation rules. N.Y. Bus. Corp. Law § 623(h)(3)-(7) (accessed September 5, 2026).

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

The reference time is the close of business on the day before the authorization date. The court considers the transaction and its effects, customary relevant- market concepts and methods for comparable businesses and transactions, and all other relevant factors. N.Y. Bus. Corp. Law § 623(h)(4) (accessed September 5, 2026). This page does not select or apply those methods.

Enforcing § 623 payment generally excludes other rights arising from share ownership, but the statute preserves an appropriate action alleging that the corporate action is unlawful or fraudulent as to the shareholder. N.Y. Bus. Corp. Law § 623(k) (accessed September 5, 2026). It does not decide any such claim here.

What trips people up

The New York clocks run from different events. The ordinary objection precedes the vote; excused-objection and special holders elect after authorization or plan notice; certificates follow the election; the corporation's offer follows the election period or consummation; and the court backstop follows offer or agreement failure. A timely first paper therefore does not preserve the right by itself. N.Y. Bus. Corp. Law § 623(a)-(h) (accessed September 5, 2026).

Common questions

What happens if payment would make the corporation insolvent?

Payment cannot be made then. The dissenter chooses either withdrawal with corporation consent or claimant status subordinate to creditors but superior to nondissenting shareholders; a written 30-day choice period and corporation backstop apply. N.Y. Bus. Corp. Law § 623(j) (accessed September 5, 2026).

What happens if the election is withdrawn or the right is lost?

The payment right ends and the holder is reinstated to shareholder rights as of consummation, including the statute's treatment of intervening preemptive, dividend, and distribution rights, without undoing interim corporate proceedings. N.Y. Bus. Corp. Law § 623(e) (accessed September 5, 2026).

When must the corporation pay a final court award?

Within 60 days after final determination, against surrender of certificates for certificated shares. N.Y. Bus. Corp. Law § 623(h)(8) (accessed September 5, 2026).

Statutes and sources

• N.Y. Bus. Corp. Law § 806(b)(6) — specified adverse certificate amendments; accessed September 5, 2026.
• N.Y. Bus. Corp. Law § 910(a) — merger, consolidation, asset-disposition, share-exchange, subsidiary, nonvoting, and market boundaries; accessed September 5, 2026.
• N.Y. Bus. Corp. Law § 623(a)-(m) — objection, election, ownership, certificate notation, withdrawal, offer, advance payment, agreement, court, insolvency, exclusivity, and notice; accessed September 5, 2026.