Florida Statutes
Fla. Stat. § 607.1436 (2025)
Election to purchase instead of dissolution.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.1436 Election to purchase instead of dissolution.—
(1) In a proceeding under s. 607.1430(1)(b), the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.
(2) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under s. 607.1430(1)(b) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than 30 days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under s. 607.1430(1)(b) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his or her shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.
(3) If, within 60 days after the filing of the first election, the parties reach agreement as to the fair value and terms of the purchase of the petitioner’s shares, the court shall enter an order directing the purchase of the petitioner’s shares upon the terms and conditions agreed to by the parties.
(4) If the parties are unable to reach an agreement as provided for in subsection (3), the court, upon application of any party, may stay the proceeding to dissolve under s. 607.1430(1)(b) and shall, whether or not the proceeding is stayed, determine the fair value of the petitioner’s shares as of the day before the date on which the petition under s. 607.1430 was filed or as of such other date as the court deems appropriate under the circumstances.
(5) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, when necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among such shareholders. In allocating the petitioner’s shares among holders of different classes of shares, the court shall attempt to preserve any existing distribution of voting rights among holders of different classes and series insofar as practicable and may direct that holders of any specific class or classes or series shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable; however, if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under s. 607.1430(1)(b), it may award expenses to the petitioning shareholder, including reasonable fees and expenses of counsel and of any experts employed by petitioner.
(6) The entry of an order under subsection (3) or subsection (5) shall be subject to the provisions of subsection (8), and the order shall not be entered unless and until the award is determined by the court to be permitted under the provisions of subsection (8). In determining compliance with s. 607.06401, the court may rely on an affidavit from the corporation as to compliance with that section as of the measurement date. Upon entry of an order under subsection (3) or subsection (5), the court shall dismiss the petition to dissolve the corporation under s. 607.1430(1)(b) and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court, which shall be enforceable in the same manner as any other judgment.
(7) The purchase ordered pursuant to subsection (5) shall be made within 10 days after the date the order becomes final.
(8) Any payment by the corporation pursuant to an order under subsection (3) or subsection (5), other than an award of fees and expenses pursuant to subsection (5), is subject to the provisions of s. 607.06401. Unless otherwise provided in the court’s order, the effect of the distribution under s. 607.06401 shall be measured as of the date of the court’s order under subsection (3) or subsection (5).
Notes of Decisions
Cited in 18
cases (1 in the last 5 years), 1997–2026 · leading case: Cox Enter., Inc. v. Pension Benefit Guarantee Corp., 666 F.3d 697 (11th Cir. 2012).
Cox Enter., Inc. v. Pension Benefit Guarantee Corp., 666 F.3d 697 (11th Cir. 2012). “This suit triggered Florida’s election-to-purchase statute, Fla. Stat. § 607.1436 . News-Journal elected to pursue the option created by the statute to repurchase Cox’s shares.”
Cox Enter., Inc. v. News-Journal Corp., 794 F.3d 1259 (11th Cir. 2015). “1430(2) or (3) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable…”
Cox Enter., Inc. v. News-Journal Corp., 510 F.3d 1350 (11th Cir. 2007). “(“Cox”), pursuant to Fla. Stat. § 607.1436 (2003). Cox cross-appeals, arguing that, although the valuation method was proper, the district court ought also to have included compensation for past misconduct in its “fair value” calculation.”
Cox Enter., Inc. v. News-Journal Corp., 469 F. Supp. 2d 1094 (M.D. Fla. 2006). “” Fla. Stat. § 607.1436 (4). Beginning on December 6, 2005, I held an eight-day bench trial during which the parties presented evidence relating to the fair value of Cox’s shares.”
Timko v. Triarsi, 898 So. 2d 89 (Fla. 5th DCA 2005). “Triarsi and Triarsi Enterprises had elected their right under section 607.1436, Florida Statutes (2000), to purchase the interest of Mr.”
G & G Fashion Design, Inc. v. Garcia, 870 So. 2d 870 (Fla. 3d DCA 2004). “Ghilardi and Younkin, pursuant to section 607.1436 of the Florida Statutes, elected to purchase Garcia's fifty per cent interest in the corporation.”
Fierro v. Templeton, 857 So. 2d 931 (Fla. 4th DCA 2003). “…with Temple-ton owning only thirty percent of the shares and Fierro and her husband owning the remaining 70%. . See § 607.1436, Fla. Stat. (1999).”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “Jones then sought continued judicial dissolution of Synergy, but the trial court entered the order on appeal declining jurisdiction on the basis of the language in subsections (6) and (7) of section 607.1436. The parties assert that the order is appealable as a nonfinal order…”
Morales v. Rosenberg, 919 So. 2d 476 (Fla. 5th DCA 2005). “1436 and stating that fact-finder's determination as to value of business, if within the range of testimony presented, will not be disturbed on appeal where valuation of business rested primarily on credibility of witnesses). We also affirm the trial court's decision not to…”
Munshower v. Kolbenheyer, 732 So. 2d 385 (Fla. 3d DCA 1999). “In determining the "fair value" of Munshower's shares, as required by section 607.1436(1), Florida Statutes (1997), "[a] discount for lack of marketability is properly factored into the equation because the shares of a closely held corporation cannot be readily sold on a public…”
Loren Wagner v. Russell Wagner Wanooka Farms, 371 P.3d 807 (Idaho 2016). “Fla. Stat. Ann. § 607.1436 (4) is likewise substantially identical to Idaho Code section 30-29-1434(4).”
Oliver v. Stone, 940 So. 2d 526 (Fla. 1st DCA 2006). “Stone's interest in the corporation pursuant to section 607.1436. During the discovery phase of this lawsuit, Mr.”
— 607.1436(1) — 7 cases
Cox Enter., Inc. v. News-Journal Corp., 469 F. Supp. 2d 1094 (M.D. Fla. 2006). “” Fla. Stat. § 607.1436 (4). Beginning on December 6, 2005, I held an eight-day bench trial during which the parties presented evidence relating to the fair value of Cox’s shares.”
Munshower v. Kolbenheyer, 732 So. 2d 385 (Fla. 3d DCA 1999). “In determining the "fair value" of Munshower's shares, as required by section 607.1436(1), Florida Statutes (1997), "[a] discount for lack of marketability is properly factored into the equation because the shares of a closely held corporation cannot be readily sold on a public…”
Morales v. Rosenberg, 919 So. 2d 476 (Fla. 5th DCA 2005). “1436 and stating that fact-finder's determination as to value of business, if within the range of testimony presented, will not be disturbed on appeal where valuation of business rested primarily on credibility of witnesses). We also affirm the trial court's decision not to…”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “Jones then sought continued judicial dissolution of Synergy, but the trial court entered the order on appeal declining jurisdiction on the basis of the language in subsections (6) and (7) of section 607.1436. The parties assert that the order is appealable as a nonfinal order…”
Deltona Transformer Corp. v. Deltran Operations USA, Inc., Carson Clarke, Chase Clarke, Michael Prelec, Jr., Michael Prelec, Sr., & Evin Dyon (Fla. 5th DCA 2026).
— 607.1436(2) — 2 cases
Deltona Transformer Corp. v. Deltran Operations USA, Inc., Carson Clarke, Chase Clarke, Michael Prelec, Jr., Michael Prelec, Sr., & Evin Dyon (Fla. 5th DCA 2026).
Mary Virginia Graham v. Constance R. Uphold & Barmarrae Books, Inc., 245 So. 3d 964 (Fla. 1st DCA 2018).
— 607.1436(3) — 1 case
Mary Virginia Graham v. Constance R. Uphold & Barmarrae Books, Inc., 245 So. 3d 964 (Fla. 1st DCA 2018).
— 607.1436(4) — 4 cases
G & G Fashion Design, Inc. v. Garcia, 870 So. 2d 870 (Fla. 3d DCA 2004). “Ghilardi and Younkin, pursuant to section 607.1436 of the Florida Statutes, elected to purchase Garcia's fifty per cent interest in the corporation.”
Cox Enter., Inc. v. News-Journal Corp., 469 F. Supp. 2d 1094 (M.D. Fla. 2006). “” Fla. Stat. § 607.1436 (4). Beginning on December 6, 2005, I held an eight-day bench trial during which the parties presented evidence relating to the fair value of Cox’s shares.”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “Jones then sought continued judicial dissolution of Synergy, but the trial court entered the order on appeal declining jurisdiction on the basis of the language in subsections (6) and (7) of section 607.1436. The parties assert that the order is appealable as a nonfinal order…”
Mary Virginia Graham v. Constance R. Uphold & Barmarrae Books, Inc., 245 So. 3d 964 (Fla. 1st DCA 2018).
— 607.1436(5) — 4 cases
Cox Enter., Inc. v. News-Journal Corp., 469 F. Supp. 2d 1094 (M.D. Fla. 2006). “” Fla. Stat. § 607.1436 (4). Beginning on December 6, 2005, I held an eight-day bench trial during which the parties presented evidence relating to the fair value of Cox’s shares.”
Morales v. Rosenberg, 919 So. 2d 476 (Fla. 5th DCA 2005). “1436 and stating that fact-finder's determination as to value of business, if within the range of testimony presented, will not be disturbed on appeal where valuation of business rested primarily on credibility of witnesses). We also affirm the trial court's decision not to…”
Munshower v. Kolbenheyer, 732 So. 2d 385 (Fla. 3d DCA 1999). “In determining the "fair value" of Munshower's shares, as required by section 607.1436(1), Florida Statutes (1997), "[a] discount for lack of marketability is properly factored into the equation because the shares of a closely held corporation cannot be readily sold on a public…”
Mary Virginia Graham v. Constance R. Uphold & Barmarrae Books, Inc., 245 So. 3d 964 (Fla. 1st DCA 2018).
— 607.1436(6) — 1 case
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “Jones then sought continued judicial dissolution of Synergy, but the trial court entered the order on appeal declining jurisdiction on the basis of the language in subsections (6) and (7) of section 607.1436. The parties assert that the order is appealable as a nonfinal order…”
— 607.1436(7) — 3 cases
Fierro v. Templeton, 857 So. 2d 931 (Fla. 4th DCA 2003). “…with Temple-ton owning only thirty percent of the shares and Fierro and her husband owning the remaining 70%. . See § 607.1436, Fla. Stat. (1999).”
Cox Enter., Inc. v. News-Journal Corp., 794 F.3d 1259 (11th Cir. 2015). “1430(2) or (3) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable…”
Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). “Jones then sought continued judicial dissolution of Synergy, but the trial court entered the order on appeal declining jurisdiction on the basis of the language in subsections (6) and (7) of section 607.1436. The parties assert that the order is appealable as a nonfinal order…”
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