10-2223

10-2223. Compulsory acquisition of shares
after death, dissolution or disqualification of
shareholder

A. Except as provided in subsection C of this section, and unless the shares are
otherwise acquired by a qualified person within the applicable time period specified in
section 10-2227, a professional corporation shall acquire the voting shares of its
shareholder within the applicable time period if any of the following occurs:

1. The shareholder dies or dissolves and any person to whom the shares are to
devolve is not a person to whom section 10-2222 permits the shares to be transferred.

2. The shareholder becomes a disqualified person.

B. The price shall be as follows:

1. If a price for the shares is fixed in accordance with the articles of
incorporation or bylaws or by private agreement, that price controls and sections
10-2224, 10-2225 and 10-2226 are inapplicable.

2. If a price is not fixed, in accordance with the articles of incorporation or
bylaws or by private agreement, the corporation shall offer to acquire the shares in
accordance with section 10-2224, and if the disqualified shareholder rejects the
corporation's purchase offer, either the shareholder or the corporation may commence a
proceeding under section 10-2225 to determine the fair value of the shares.

C. This section does not require the acquisition of shares if the disqualification
of the shareholder or the transferee lasts no more than five months from the date the
disqualification or transfer occurs.

D. This section and section 10-2224 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.

E. 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.