16-11-13 - Purchase or redemption of shares of disqualified shareholder.
16-11-13. Purchase or redemption of shares of disqualified shareholder.
(1) The articles of incorporation may provide for the purchase or redemption of the sharesof any shareholder upon the failure to qualify or disqualification of that shareholder, or the samemay be provided in the bylaws or by private agreement. In the absence of such a provision in thearticles of incorporation, the bylaws, or by private agreement, the professional corporation shallpurchase the shares of a shareholder who is not qualified to own shares in the corporation within90 days after the failure to qualify or disqualification of the shareholder.
(2) The price for shares purchased under this section shall be their reasonable fair valueas of the date of failure to qualify or disqualification of the shareholder.
(3) If the corporation fails to purchase shares as required by Subsection (1), anydisqualified shareholder or personal representative of a disqualified shareholder may bring anaction in the district court of the county in which the principal office or place of practice of theprofessional corporation is located for the enforcement of this section. The court shall havepower to award the plaintiff the reasonable fair value of his shares, or within its jurisdiction, mayorder the liquidation of the corporation. Further, if the plaintiff is successful in the action, he shallbe entitled to recover a reasonable attorney's fee and costs.
(4) The professional corporation shall repurchase shares as required by this sectionwithout regard to restrictions upon the repurchase of shares provided by Title 16, Chapter 10a,Utah Revised Business Corporation Act.
Amended by Chapter 261, 2000 General Session