48-2c-1511 - Purchase of interest upon death, incapacity, or disqualification of members.
48-2c-1511. Purchase of interest upon death, incapacity, or disqualification ofmembers.
The articles of organization may provide for the purchase of any member's interest in aprofessional services company subject to this part upon the death, incapacity, or disqualificationof that member, or the same may be provided in the operating agreement or by other privateagreement. In the absence of such a provision in the articles of organization, the operatingagreement, or other private agreement, the professional services company shall purchase theinterest of a deceased member or an incapacitated member or a member no longer qualified toown an interest in that professional services company within 90 days after the company isnotified of the death, incapacity, or disqualification, as the case may be. The price for the interestshall be its reasonable fair market value as of the date of death, incapacity, or disqualification. Ifthe professional services company fails to purchase said interest by the end of said 90 days, thenthe personal representative of a deceased member or the guardian or conservator of anincapacitated member or the disqualified member may bring an action in the district court of thecounty in which the principal office or place of practice of the professional services company islocated for the enforcement of this provision. The court shall have power to award the plaintiffthe reasonable fair market value of the interest, or within its jurisdiction, may order theliquidation of the professional services company. Further, if the plaintiff is successful in theaction, the plaintiff shall be entitled to recover reasonable attorney fees and costs.
Amended by Chapter 364, 2008 General Session