Florida Statute 607.1323 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

View Entire Chapter

607.1323 Perfection of rights; right to withdraw.—

(1) A shareholder who receives notice pursuant to s. 607.1322 and who wishes to exercise appraisal rights must sign and return the form received pursuant to s. 607.1322(1) and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 607.1322(2)(b)2. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (2).

(2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.

(3) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates if required, each by the date set forth in the notice described in s. 607.1322(2), shall not be entitled to payment under ss. 607.1301-607.1340.

History.—s. 27, ch. 2003-283; s. 167, ch. 2019-90.

F.S. 607.1323 on Google Scholar

F.S. 607.1323 on CourtListener

Amendments to 607.1323

Annotations, Discussions, Cases:

Cases Citing Statute 607.1323

Total Results: 2 | Sort by: Relevance | Newest First

Copy

Foreclosure FreeSearch, Inc. v. Sullivan, 12 So. 3d 771 (Fla. 4th DCA 2009).

Cited 13 times | Published | Florida 4th District Court of Appeal | 2009 Fla. App. LEXIS 3866, 2009 WL 1139252

...uation report prepared by Templeton & Company, LLP. The notice warned that failure to assert appraisal rights, by completing and returning the enclosed form within the statutory period, i.e., by May 21, 2008, constituted a waiver of the process. See § 607.1323(3), Fla....

Copy

Omes v. Ultra Enter., Inc., 225 So. 3d 956 (Fla. 3d DCA 2017).

Published | Florida 3rd District Court of Appeal | 2017 Fla. App. LEXIS 12034, 2017 WL 3611546

...or are barred; by electing to participate in the appraisal process and returning the duly signed “Exercise of Appraisal Rights” and “Stock Power” forms, the trial court properly found that Omes lost all rights as a shareholder pursuant to section 607.1323(1), and instead became entitled to payment of fair value for the shares.3 This is dispositive of the appeal. 3Section 607.1323(1), Florida Statutes (2016), provides, in pertinent part, “Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder ....

This Florida statute resource is curated by Graham W. Syfert, Esq., a Jacksonville, Florida personal injury and workers' compensation attorney. For legal consultation, call 904-383-7448.