Sec. 33-865. Payment.
Sec. 33-865. Payment. (a) Except as provided in section 33-867, within thirty days
after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section
33-862 is due the corporation shall pay in cash to those shareholders who complied with
subsection (a) of section 33-863 the amount the corporation estimates to be the fair value
of their shares, plus interest.
(b) The payment to each shareholder pursuant to subsection (a) of this section shall
be accompanied by:
(1) Financial statements of the corporation that issued the shares to be appraised,
consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen
months before the date of payment, an income statement for that year, a statement of
changes in shareholders' equity for that year and the latest available interim financial
statements, if any;
(2) A statement of the corporation's estimate of the fair value of the shares which
estimate must equal or exceed the corporation's estimate given pursuant to subparagraph
(C) of subdivision (2) of subsection (b) of section 33-862; and
(3) A statement that shareholders described in subsection (a) of this section have
the right to demand further payment under section 33-868 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall
be deemed to have accepted such payment in full satisfaction of the corporation's obligations under sections 33-855 to 33-872.
(P.A. 94-186, S. 155, 215; P.A. 98-137, S. 9, 62; 98-219, S. 33, 34; P.A. 01-199, S. 22.)
History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsec. (b) to replace in Subdiv. (4) reference
to Sec. 33-860 with Sec. 33-868, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without
affecting this section; P.A. 01-199 amended Subsec. (a) to rephrase provisions, require payment within 30 days after the
form required by Sec. 33-862(b)(2)(B) is due rather than "as soon as the proposed corporate action is taken or upon receipt
of a payment demand", require the payment to be "in cash" and make technical changes including changes for purposes
of gender neutrality and amended Subsec. (b) to rephrase provisions, add in Subdiv. (2) the requirement that the estimate
equal or exceed the corporation's estimate given pursuant to Sec. 33-862(b)(2)(C), delete former Subdiv. (3) re an explanation of how the interest was calculated, redesignate former Subdiv. (4) as Subdiv. (3) and amend to rephrase provisions
and add provision that if a shareholder fails to demand further payment within the specified time period such shareholder
shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations and delete former
Subdiv. (5) re a copy of Secs. 33-855 to 33-872, inclusive.
Annotations to former section 33-374:
Cited. 178 C. 262.
Cited. 1 CA 14.
Under former statute, 33-19, the valuation of shares was not an award subject to confirmation by the court but merely
created a debt from the corporation to the shareholder. 21 CS 488. Remedy of appraisal set forth in this section is exclusive
and precludes any other action. 44 CS 12.
Subsec. (g):
Where trier of fact has right, under statute, to determine fair value he may select a legally recognized measure of value
such as marker value. 1 CA 14.