Dissenting shareholder: written purchase demand must be received within 30 days after notice of approval was mailed
30 days after date the notice of approval (or 1110(h) notice) was mailed to the shareholder, under Cal. Corp. Code 1301(b).
Rule text
The demand is not effective for any purpose unless it is received by the corporation or any transfer agent thereof (1) in the case of shares described in subdivision (b) of Section 1300, not later than the date of the shareholders' meeting to vote upon the reorganization, or (2) in any other case, within 30 days after the date on which the notice of the approval by the outstanding shares pursuant to subdivision (a) or the notice pursuant to subdivision (h) of Section 1110 was mailed to the shareholder.
Calculate this deadline
- Trigger (Date the notice of approval (or 1110(h) notice) was mailed to the shareholder): Friday, November 6, 2026.
- Exclude the trigger day and count 30 calendar days: Sunday, December 6, 2026.
- That day is a Sunday, so the deadline moves to the next court day: Monday, December 7, 2026 (Cal. Code Civ. Proc. 12, 12a, 12b; Cal. Gov. Code 6800, 6707 (state agency filings); Fed. R. Civ. P. 6(a) (federal statutes and federal court filings)).
Cal. Corp. Code 1301(b)
The demand is not effective for any purpose unless it is received by the corporation or any transfer agent thereof (1) in the case of shares described in subdivision (b) of Section 1300, not later than the date of the shareholders' meeting to vote upon the reorganization, or (2) in any other case, within 30 days after the date on which the notice of the approval by the outstanding shares pursuant to subdivision (a) or the notice pursuant to subdivision (h) of Section 1110 was mailed to the shareholder.Official source
Cal. Code Civ. Proc. 12, 12a, 12b; Cal. Gov. Code 6800, 6707 (state agency filings); Fed. R. Civ. P. 6(a) (federal statutes and federal court filings)
CCP 12: "The time in which any act provided by law is to be done is computed by excluding the first day, and including the last, unless the last day is a holiday, and then it is also excluded." CCP 12a(a): "If the last day for the performance of any act provided or required by law to be performed within a specified period of time is a holiday, then that period is hereby extended to and including the next day that is not a holiday. For purposes of this section, “holiday” means all day on Saturdays, all holidays specified in Section 135 and, to the extent provided in Section 12b, all days that by terms of Section 12b are required to be considered as holidays." Gov. Code 6707: "When the last day for filing any instrument or other document with a state agency falls upon a Saturday or holiday, such act may be performed upon the next business day with the same effect as if it had been performed upon the day appointed." FRCP 6(a): "The following rules apply in computing any time period specified in these rules, in any local rule or court order, or in any statute that does not specify a method of computing time. (1) ... (A) exclude the day of the event that triggers the period; (B) count every day, including intermediate Saturdays, Sundays, and legal holidays; and (C) include the last day of the period, but if the last day is a Saturday, Sunday, or legal holiday, the period continues to run until the end of the next day that is not a Saturday, Sunday, or legal holiday."Official source
- Dissenters' rights (Corp. Code 1300-1312). Receipt rule: demand must be received, not just sent. For listed shares under 1300(b), the deadline is the meeting date (not modeled).
- If the clerk's office is closed or inaccessible on the last day (weather, emergency or local closure orders), the deadline may be extended. Check local orders.
This calculator applies the cited rules to the dates you enter. It is not legal advice. Court orders, local rules, and case-specific facts can change a deadline; verify before relying on it. Rule set pending attorney review.
Worked example
Date the notice of approval (or 1110(h) notice) was mailed to the shareholder on Monday, March 15, 2027, personal service: due Wednesday, April 14, 2027.
- Trigger (Date the notice of approval (or 1110(h) notice) was mailed to the shareholder): Monday, March 15, 2027.
- Exclude the trigger day and count 30 calendar days: Wednesday, April 14, 2027.
Notes
Dissenters' rights (Corp. Code 1300-1312). Receipt rule: demand must be received, not just sent. For listed shares under 1300(b), the deadline is the meeting date (not modeled).
Related deadlines
- Reorganization: corporation must mail notice of approval (with price offer) to dissenting shareholders within 10 days after approval (10 days after)
- Dissenting shareholder: submit certificates (or written notice for uncertificated shares) within 30 days after notice of approval mailed (30 days after)
- Dissenting shares: payment of agreed fair market value within 30 days after agreement (or after reorganization conditions satisfied, if later) (30 days after)
- Dissenting shares: alternative payment deadline 30 days after reorganization conditions satisfied (30 days after)
- 5 percent shareholder demand for shareholder list: inspection on 5 business days' prior written demand; transfer-agent list due by later of 5 business days or specified record date (5 business days after)
Rules current as of 2026-10-27. Confirm against the official source and any local rule or court order before relying on a date. Rules changelog.