What it means
Two or more shareholders may sign an agreement providing for the manner in which they will vote their shares. A voting agreement created under this section is not subject to s. 607.0730, the voting trust section, so the shares need not be transferred to a trustee.
A voting agreement is specifically enforceable (subsection (2)).
A transferee of shares is bound by the agreement if the transferee takes the shares subject to it with notice. The transferee is deemed to have notice if the agreement's existence is noted on the face or back of the share certificate, or on the information statement for uncertificated shares required by s. 607.0626(2) (subsection (3)).
- Two or more shareholders may agree in a signed agreement on how they will vote their shares (§ 607.0731(1)).
- A voting agreement is not subject to the voting trust section, s. 607.0730 (§ 607.0731(1)).
- A voting agreement is specifically enforceable (§ 607.0731(2)).
- A transferee is bound if it takes shares subject to the agreement with notice (§ 607.0731(3)).
- A notation on the certificate or on the information statement for uncertificated shares gives the transferee notice (§ 607.0731(3)).
Text of the statute (2026)
(1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of s. 607.0730.
(2) A voting agreement created under this section is specifically enforceable.
(3) A transferee of shares in a corporation the shareholders of which have entered into an agreement authorized by subsection (1) shall be bound by such agreement if the transferee takes shares subject to such agreement with notice thereof. A transferee shall be deemed to have notice of any such agreement or any renewal thereof if the existence of such agreement is noted on the face or back of the certificate or certificates representing such shares or on the information statement for uncertified shares required by s. 607.0626(2).
Excerpts are the subsections the summary relies on. Read the full official text of § 607.0731.
History. s. 66, ch. 89-154; s. 147, ch. 90-179; s. 19, ch. 93-281; s. 18, ch. 97-102; s. 70, ch. 2019-90.
How it applies
Under subsection (2), a voting agreement is specifically enforceable. Under subsection (3), a transferee who takes shares subject to the agreement with notice is bound by it, and a notation on the certificate or, for uncertificated shares, on the information statement is deemed notice to a transferee. A person acquiring shares in a corporation whose shareholders have a voting agreement can check the certificate or information statement for that notation. The section does not specify how long an agreement lasts or what it must contain.
Where this shows up
Pages on this site where § 607.0731 does real work:
Questions people ask
Sources
- Florida Statutes (2026), section 607.0731 (Subsection (1): voting agreements; (2): specific enforceability; (3): transferee bound with notice.)
- Florida Statutes (2026), section 607.0730 (Cross-reference: voting trusts, to which a voting agreement is not subject.)
Last checked: October 17, 2026
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