79-10-37 - Compulsory acquisition of shares after death or disqualification of shareholder.
§ 79-10-37. Compulsory acquisition of shares after death or disqualification of shareholder.
(1) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder if:
(a) The shareholder dies and the successor in interest to the deceased shareholder is not a qualified person, except as provided in subsection (3);
(b) The shareholder becomes a disqualified person, except as provided in subsection (3); or
(c) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (3).
(2) If a price for the shares is established in accordance with the articles of incorporation or bylaws or by private agreement, that price controls. If the price is not so established, the corporation shall acquire the shares in accordance with Section 79-10-39. If the disqualified person rejects the corporation's purchase offer made pursuant to Section 79-10-39, either the person or the corporation may commence a proceeding under Section 79-10-41 to determine the price of the shares.
(3) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs. A shareholder who becomes a disqualified person shall notify the corporation promptly.
(4) This section and Section 79-10-39 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.
(5) A provision for the acquisition of shares contained in a professional corporation's articles of incorporation or bylaws, or in a private agreement, is specifically enforceable.
Sources: Laws, 1995, ch. 494, § 13, eff from and after July 1, 1995.