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Shareholder Rights In Florida: What Is A Voting Agreement?


A shareholder agreement controls a relationship between a corporation and its shareholders. It outlines the rights and responsibilities of shareholders. There are actually two different types of shareholder agreements in Florida:

  • Standard Shareholder Agreement, which deals with operations; and
  • Voting Agreement, which deals with control of the company.

If you are a shareholder who has a voting agreement, you need to know exactly how that agreement dictates your rights and duties. In this article, our Miami shareholder dispute lawyers explain the most important things to know about voting agreements in Florida.

Florida Law: Shareholder Voting Agreement 

In Florida, shareholder voting agreements fall under Florida Statutes § 607.0731. The law holds that two or more shareholders of a corporation can sign a contract (shareholder voting agreement) that controls their voting rights. A shareholder voting agreement established under this section for Florida law will be enforceable. Notably, if shares of a corporation are transferred to another party, the party who receives the shares is still bound by the voting agreement.

Shareholders Have Wide Discretion to Negotiate a Voting Agreement: Terms Matter 

In Florida, the shareholders of a corporation have wide latitude to negotiate the terms of their voting agreement. Assuming there is no serious flaw in the contract or illegal terms, courts will uphold the bargained for agreement of the parties. For example, imagine that three entrepreneurs form a corporation and enter a shareholder voting agreement. If that agreement holds that one of the three shareholders has 50 percent voting rights, that is generally binding on Florida law.

The specific terms of a shareholder agreement are important. You should not sign a shareholder voting agreement without a full understanding of your rights and responsibilities. If you have any specific questions about the meaning or implications of a shareholder voting agreement, an experienced Florida shareholder rights lawyer can help.

Disputes Can Arise Over a Shareholder Voting Agreement 

Shareholder voting rights matter—especially in the case of a small or otherwise closely-held corporation. Dispute can arise over a shareholder voting agreement for a number of different reasons. There may be a disagreement over the applicability of the agreement or the implications of certain terms. To make matters even more complicated, there may also be a standard shareholder agreement that could affect the rights and obligations of the parties.

With shareholder voting disputes in Florida, it is imperative that you take a proactive and future-focused approach. You need to protect your financial interests. A skilled South Florida shareholder dispute lawyer can review your case and determine the best strategy.  

Consult With Our Miami, FL Shareholder Rights Attorneys Today

At Pike & Lustig, LLP, our South Florida business law attorneys have extensive experience handling complex shareholder disputes. If you have any questions about shareholder rights and voting agreements, we are ready to help. Call us now to arrange your confidential case assessment. We handle shareholder disputes in Miami-Dade County and throughout Southeastern Florida, including in Broward County, Palm Beach County, and Martin County.



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