10-2225. Court action to appraise
shares
A. If a disqualified shareholder does not accept the professional corporation's
offer under section 10-2224, subsection B within the thirty day period or if the
professional corporation does not make an offer pursuant to section 10-2224, subsection A
within the applicable time period, the shareholder during the following thirty day period
may deliver a written notice to the corporation demanding that it commence a proceeding
to determine the fair value of the shares. The corporation may commence a proceeding at
any time during the sixty days following the effective date of its offer notice. If it
does not do so within the sixty day period or thirty days after the shareholder demand,
whichever is earlier, the shareholder may commence a proceeding against the corporation
to determine the fair value of its shares.
B. The corporation or disqualified shareholder shall commence the proceeding in the
superior court in the county in which the corporation's principal office is located or,
if the corporation's principal office is not located in this state, the county in which
the corporation's known place of business is located. The corporation shall make the
disqualified shareholder a party to the proceeding as in an action against the
disqualified party's shares. The jurisdiction of the court in which the proceeding is
commenced is plenary and exclusive.
C. The court may appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. The appraisers have the power
described in the order appointing them, or in any amendment to it.
D. The disqualified shareholder is entitled to judgment for the fair value of the
disqualified shareholder's shares determined by the court as of the date of death,
dissolution, disqualification or transfer together with interest from that date at a rate
found by the court to be fair and equitable.
E. The court may order the judgment to be paid in installments determined by the
court.
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