Florida Statute 607.1202 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1202

607.1202 Shareholder approval of certain dispositions.—

(1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, but only if the board of directors proposes and its shareholders approve the proposed transaction.

(2)(a) To obtain the approval of the shareholders under subsection (1), the board of directors must first adopt a resolution approving the disposition, and thereafter, the disposition must also be approved by the corporation’s shareholders.

(b) In submitting the disposition to the shareholders for approval, the board of directors must recommend the proposed transaction to the shareholders of record unless:

1. The board of directors makes a determination that because of conflict of interest or other special circumstances it should not make such a recommendation; or

2. Section 607.0826 applies.

(c) If either subparagraph (b)1. or subparagraph (b)2. applies, the board of directors shall inform the shareholders of the basis for its so proceeding without such recommendation.

(3) The board of directors may set conditions for approval of the disposition or the effectiveness of the disposition.

(4) If the disposition is required to be approved by the shareholders under subsection (1) and if the approval is to be given at the meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition and the consideration to be received by the corporation. Furthermore, the notice shall contain a clear and concise statement that, if the transaction is effected, shareholders dissenting therefrom are or may be entitled, if they comply with the provisions of this chapter regarding appraisal rights, to be paid the fair value of their shares and such notice must be accompanied by a copy of ss. 607.1301-607.1340.

(5) Unless this chapter, the articles of incorporation, or the board of directors acting pursuant to subsection (3) requires a greater vote or a greater quorum, the approval of the disposition shall require the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of all the votes entitled to be cast on the disposition.

(6) After a disposition has been approved by the shareholders under this chapter, and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

(7) A disposition of assets in the course of dissolution is governed by ss. 607.1401-607.14401 and not by this section.

(8) For purposes of this section, the assets of a direct or indirect consolidated subsidiary shall be deemed to be the assets of the parent corporation.

(9) For purposes of this section, the term “shareholder” includes a beneficial shareholder and a voting trust beneficial owner.

History.—s. 117, ch. 89-154; s. 153, ch. 90-179; s. 20, ch. 2003-283; s. 160, ch. 2019-90; s. 40, ch. 2020-32.

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Amendments to 607.1202

Annotations, Discussions, Cases:

Cases Citing Statute 607.1202

Total Results: 9

Corporate Exp. Office Products, Inc. v. Phillips

847 So. 2d 406, 28 Fla. L. Weekly Supp. 321, 19 I.E.R. Cas. (BNA) 1505, 2003 Fla. LEXIS 521, 2003 WL 1883697

Supreme Court of Florida | Filed: Apr 17, 2003 | Docket: 1290227

Cited 24 times | Published

intangibles such as accounts receivable. See § 607.1202(1), Fla. Stat. (2002) ("A corporation may sell

Levine v. Levine

734 So. 2d 1191, 1999 WL 445693

District Court of Appeal of Florida | Filed: Jul 2, 1999 | Docket: 1441752

Cited 18 times | Published

to proposed mergers or share exchanges; and section 607.1202(4), regarding sales or exchanges of all or

Badger v. Southern Farm Bureau Life Insurance

612 F.3d 1334, 2010 U.S. App. LEXIS 15895, 2010 WL 2990009

Court of Appeals for the Eleventh Circuit | Filed: Jul 30, 2010 | Docket: 858459

Cited 13 times | Published

in order to sell a principal asset, Fla Stat. § 607.1202, Brashear prepared and mailed to PSC shareholders

Boettcher v. IMC Mortg. Co.

871 So. 2d 1047, 2004 WL 1057824

District Court of Appeal of Florida | Filed: May 12, 2004 | Docket: 2451933

Cited 10 times | Published

subsidiary of Citigroup, Inc. Pursuant to section 607.1202, a majority of the shareholders of IMC were

Home Furniture Depot, Inc. v. ENTEVOR AB

753 So. 2d 653, 2000 WL 257183

District Court of Appeal of Florida | Filed: Mar 8, 2000 | Docket: 1433923

Cited 4 times | Published

stockholders of the corporate transferor.[5]See § 607.1202, Fla. Stat. (1997). Prior to October 3, 1997

Barfield v. Sana of Jacksonville, Inc. (In Re Barfield)

261 B.R. 793, 2001 Bankr. LEXIS 727, 2001 WL 435353

United States Bankruptcy Court, M.D. Florida | Filed: Apr 30, 2001 | Docket: 1740482

Cited 3 times | Published

shareholders approve of the transaction. See FLA.STAT. § 607.1202(1). C. Application to the instant case The Court

Padron Warehouse v. Realty Associates Fund III

377 F. Supp. 2d 1259

District Court, S.D. Florida | Filed: Jul 14, 2005 | Docket: 2228947

Cited 1 times | Published

certified that, in compliance with Fla. Stat. § 607.1202, PWC held a meeting on March 27, 1995 supposedly

Padron Warehouse Corp. v. Realty Associates Fund III, L.P.

377 F. Supp. 2d 1259, 2005 U.S. Dist. LEXIS 18462, 2005 WL 1691898

District Court, S.D. Florida | Filed: Jul 14, 2005 | Docket: 65970098

Published

certified that, in compliance with Fla. Stat. § 607.1202, PWC held a meeting on March 27, 1995 — supposedly

Baker v. Petway

740 So. 2d 1235, 1999 Fla. App. LEXIS 11565, 1999 WL 641434

District Court of Appeal of Florida | Filed: Aug 25, 1999 | Docket: 64790845

Published

Count Seven is an action for violation of section 607.1202, Florida Statutes, against Petway and Jacksonville