Corporate Sale of Substantially All Assets Approval Requirements in Florida

At a glance

Requirements one by one

Florida uses an all-or-substantially-all trigger without a percentage test

Fla. Stat. § 607.1202(1) covers a sale, lease, exchange, or other disposition of all or substantially all property, with or without goodwill, outside the usual and regular course. The board proposes and shareholders approve the transaction.

The section gives no percentage of assets, income, or revenue and no separate investment-holding safe harbor. It does provide that assets of a direct or indirect consolidated subsidiary are deemed assets of the parent, without prescribing a valuation or consolidation metric.

The board recommends or explains and may set conditions

Fla. Stat. § 607.1202(2)-(3) requires the board first to adopt a resolution approving the disposition. It ordinarily recommends the proposed transaction to record shareholders. If a conflict, special circumstance, or § 607.0826 applies, the board may proceed without recommendation but must tell shareholders its basis.

The board may set conditions for approval or effectiveness. It determines the terms, conditions, and consideration, but the statute does not prescribe a separate agreement, signer, or filing.

The meeting notice reaches voting and nonvoting holders

Section 607.1202(4) requires notice to each shareholder regardless of voting rights. It identifies consideration of the disposition as a meeting purpose, describes the disposition and consideration, gives the clear appraisal-rights statement, and includes a copy of §§ 607.1301 through 607.1340.

Beneficial shareholders and voting-trust beneficial owners fall within § 607.1202's use of “shareholder.” Whether a particular person satisfies those roles is a record question this page does not decide.

Quorum and approval use different denominators

Fla. Stat. § 607.1202(5) requires the meeting to have a quorum consisting of a majority of all votes entitled to be cast on the disposition, unless the chapter, articles, or a board condition requires more. Fla. Stat. §§ 607.0725 and 607.0726 then supply the general voting-group rule: with quorum, votes cast in favor must exceed votes cast against, and every required group acts separately.

The articles may impose a greater vote and may vary quorum subject to the general one-third floor, but § 607.1202's own majority-of-all-votes quorum and any valid greater requirement must also be honored.

Written consent has a 60-day collection period and later notice

Fla. Stat. § 607.0704(1)-(4) allows action without a meeting at the meeting- equivalent vote unless the articles provide otherwise. Consents must describe the action, be dated, signed, and delivered, and the needed consents must arrive within 60 days of the earliest delivered consent. A consent can be revoked in writing until the corporation receives the required number.

Within 10 days after sufficient consents arrive or later tabulation finishes, the corporation notifies nonconsenting and nonvoting shareholders, fairly summarizes the material features, and includes the appraisal statement when appraisal rights apply. That notice does not delay effectiveness, though the statute preserves judicial remedial power for harmful notice failure.

Four no-vote routes are express and articles-sensitive

Fla. Stat. § 607.1201 removes shareholder approval, unless the articles provide otherwise, for an ordinary-course disposition, any mortgage or other listed encumbrance, a transfer to one or more wholly owned entities, and a pro rata distribution to one or more classes or series.

The pro rata route excludes a distribution forming part of dissolution. Section 607.1202(7) separately sends a disposition in the course of dissolution to the dissolution statutes rather than the extraordinary-disposition section.

Abandonment ends at consummation and preserves contract rights

After shareholder approval and before consummation, § 607.1202(6) allows the corporation to abandon without shareholder action. The power is subject to any contractual rights of other parties.

The section does not decide when a commercial agreement became binding, whether a closing occurred, or what termination fees, damages, or other remedies apply.

Appraisal has cash-distribution and market limitations

Fla. Stat. § 607.1302(1)(d), (2)(a)-(c) ordinarily gives a voting shareholder appraisal rights on consummation of a § 607.1202 disposition. The asset-sale right is unavailable if the approved action distributes the stated net cash assets within one year in accordance with holder interests and the disposition is not an interested transaction.

Covered securities and qualifying organized-market, 2,000-holder/$20 million, or open-end investment-company shares also face the stated market limitations. Those limitations do not apply to an interested transaction. This page flags eligibility and notice without calculating value or administering the remaining appraisal procedure.

What trips people up

• The vote and quorum are not the same fraction. The meeting quorum is a majority of all votes entitled. With quorum, the general approval rule is votes cast for exceeding votes cast against unless a greater rule applies.
• Subsidiary assets count toward the parent. Section 607.1202 expressly includes direct and indirect consolidated-subsidiary assets in the parent's statutory asset picture.
• The cash-distribution appraisal exception has two conditions. Timely net- cash distribution alone does not remove appraisal if the disposition is an interested transaction.

Common questions

Does mortgaging all assets require shareholder approval?

Not under § 607.1201's default. The articles can provide otherwise, and the answer does not reclassify a differently structured transfer or foreclosure.

May the board abandon after shareholders approve?

Yes, before consummation and without another holder action under § 607.1202(6), subject to other parties' contractual rights.

Must Florida file an asset-sale certificate?

Sections 607.1201 and 607.1202 state no asset-sale filing requirement. Other transaction, dissolution, title, tax, lien, license, or regulatory law may require separate records or filings.

Statutes and sources

• Fla. Stat. §§ 607.1201-.1202. The quoted current text supplies the trigger, board process, notice, quorum, exclusions, subsidiary rule, abandonment, and dissolution boundary. Official current Chapter 607 (accessed September 5, 2026).
• Fla. Stat. §§ 607.0725-.0726 and 607.0704. The quoted current text supplies voting-group approval and written-consent mechanics. Official current Chapter 607 (accessed September 5, 2026).
• Fla. Stat. § 607.1302. The quoted current text supplies asset-sale appraisal eligibility and limitations. Official current Chapter 607 (accessed September 5, 2026).