§415A-9  Issuance and transfer of shares;share certificates.  (a)  A professional corporation may issue shares,fractional shares, and rights or options to purchase shares only to individualsauthorized by law in this State or in any other state or territory of theUnited States or the District of Columbia to render a professional servicepermitted by the corporation's articles of incorporation.

(b)  Where the licensing authority for anyprofession deems it necessary to prevent violations of the ethical standards ofsuch profession, the licensing authority may by rule further restrict,condition, or abridge the authority of professional corporations to issueshares but no such rule, of itself, shall have the effect of causing ashareholder of a professional corporation at the time the rule becomeseffective to become a disqualified person.  All shares issued in violation ofthis section or any rule under this section shall be void.

(c)  A shareholder of a professionalcorporation may transfer or pledge shares, fractional shares, and rights oroptions to purchase shares of the corporation only to individuals qualifiedunder this section to hold shares issued directly to them by the professionalcorporation.  Any transfer of shares in violation of this subsection shall bevoid; provided that nothing contained herein shall prohibit the transfer ofshares of a professional corporation by operation of law or court decree; andprovided further that a shareholder may transfer part or all of such shares toa revocable living or inter vivos trust with respect to which such shareholder:

(1)  Retains the unilateral right of revocation;

(2)  Is the sole beneficiary during the shareholder'slifetime; and

(3)  Is either a trustee or co-trustee or otherwiseretains the right to direct the trustee in all matters related to thecorporation or its shares; but nothing in such trust nor in this section shallin any way diminish the liability of the shareholder with respect to theprofessional actions of the corporation.

(d)  Every certificate representing shares of aprofessional corporation shall state conspicuously upon its face that theshares represented thereby are subject to restrictions on transfer imposed bythis chapter and are subject to such further restrictions on transfer as may beimposed by the licensing authority from time to time pursuant to this chapter.[L 1985, c 259, pt of §1; am L 1987, c 135, §115]