What it means
Two or more shareholders may sign an agreement fixing how they will vote their shares — on board seats, on sale decisions, on anything shares vote on. Nobody surrenders stock, and the section says such an agreement is not subject to the voting-trust statute.
Two teeth make it work. The agreement is specifically enforceable — a court orders the vote cast as promised rather than awarding damages. And a transferee who takes shares with notice is bound; notice is supplied by noting the agreement on the face or back of the share certificate, or on the information statement for uncertificated shares.
- Two or more shareholders, a signed agreement, no transfer of shares required (§607.0731(1)).
- Specifically enforceable — performance is compelled, not compensated (§607.0731(2)).
- Binds a transferee with notice; a notation on the certificate or information statement supplies the notice (§607.0731(3)).
- Voting agreements are not subject to §607.0730, the voting-trust section.
How it plays out
For family corporations, a voting agreement is the inexpensive version of governance planning: two branches holding 50/50 can commit in writing to a tiebreaker before there is anything to break. In estates we meet these agreements from the other side — inherited shares arrive already bound when the certificates carry the notation, and the estate votes the way the decedent promised. Checking certificates and information statements for legends is a standard early step whenever an estate inventory includes closely held stock.
Where this shows up
Pages on this site where § 607.0731 does real work:
Questions people ask
