Florida Statute 607.1323 - 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. 607.1323

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.

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Amendments to 607.1323

Annotations, Discussions, Cases:

Cases Citing Statute 607.1323

Total Results: 2

Foreclosure FreeSearch, Inc. v. Sullivan

12 So. 3d 771, 2009 Fla. App. LEXIS 3866, 2009 WL 1139252

District Court of Appeal of Florida | Filed: Apr 29, 2009 | Docket: 1646713

Cited 13 times | Published

2008, constituted a waiver of the process. See § 607.1323(3), Fla. Stat. The notice concluded with the

Omes v. Ultra Enterprises, Inc.

225 So. 3d 956, 2017 Fla. App. LEXIS 12034, 2017 WL 3611546

District Court of Appeal of Florida | Filed: Aug 23, 2017 | Docket: 6142253

Published

lost all rights as a shareholder pursuant to section 607.1323(1), and instead became entitled to payment