IC 23-1.5-3-1 Shares; issuance; transfer
Sec. 1. (a) Except as provided in IC 25-2.1-5, a professional
corporation may issue shares, fractional shares, and rights or options
to purchase shares only to:
(1) individuals who are authorized by Indiana law or the laws
of another state to render a professional service permitted by the
articles of incorporation of the corporation;
(2) general partnerships in which all the partners are authorized
by Indiana law or the laws of another state to render a
professional service permitted by the articles of incorporation
of the corporation;
(3) professional corporations authorized by Indiana law or the
laws of another state to render a professional service permitted
by the articles of incorporation of the corporation; and
(4) the trustee of a qualified trust.
(b) When determined necessary by the licensing authority for any
profession in order to prevent violations of the ethical standards of
the profession, the licensing authority may by rule further restrict,
condition, or abridge the authority of professional corporations to
issue shares, but no such rule may, of itself, have the effect of
causing a shareholder of a professional corporation at the time the
rule becomes effective to become a disqualified person. All shares
issued in violation of:
(1) this section; or
(2) any rule adopted by a licensing authority as provided by this
section;
are void.
(c) Except as provided in IC 25-2.1-5, a shareholder of a
professional corporation may transfer or pledge shares, fractional
shares, and rights or options to purchase shares of the corporation
only to individuals, general partnerships, professional corporations,
and trustees of qualified trusts qualified under this article to own
shares issued directly to them by the professional corporation. A
transfer of shares in violation of this subsection is void; however,
this subsection does not apply to the transactions described in section
3 of this chapter.
(d) Each certificate representing shares of a professional
corporation must state conspicuously upon its face that the shares
represented by that certificate are subject to:
(1) restrictions on transfer imposed by this article; and
(2) such restrictions on transfer as may be imposed by the
licensing authority under this article.
(e) This section does not permit or authorize an individual to
practice within Indiana any profession with respect to which a
license or registration is required by the state without the individual
being licensed or registered under the laws of the state.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.5;
P.L.128-2001, SEC.2.
IC 23-1.5-3-2 Authority to purchase shares from disqualified persons
Sec. 2. A professional corporation may purchase its own shares
from a disqualified person without regard to the availability of
capital or earned surplus for the purchase; however, no purchase of
or payment for its own shares may be made at a time when the
corporation is insolvent or when the purchase or payment would
make it insolvent. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-3 Transfer or purchase of shares from disqualified persons;
procedure
Sec. 3. (a) Whenever:
(1) a shareholder of a professional corporation dies;
(2) a shareholder of a professional corporation becomes a
disqualified person;
(3) a charitable remainder unitrust or charitable remainder
annuity trust that holds shares of a professional corporation
becomes a disqualified person; or
(4) shares of a professional corporation are transferred by
operation of law or court decree to a disqualified person;
the shares of the deceased shareholder or disqualified person may be
transferred to a qualified person. If the shares are not so transferred,
the shares shall be purchased or redeemed by the corporation to the
extent of funds that may legally be made available for the purchase,
as provided in section 2 of this chapter.
(b) Within five (5) months after such death or thirty (30) days
after such a disqualification or transfer, if the price and method of
payment for such shares is not fixed or ascertainable by the articles
of incorporation or bylaws of the corporation or by private
agreement, the corporation shall make a written offer to pay for the
shares at a specified price determined by the corporation to be the
fair value of the shares as of the date of the death, disqualification,
or transfer. The offer:
(1) shall be given to the disqualified person, which, in the case
of a deceased shareholder, is the executor, administrator, or
heirs at law if there is no executor or administrator; and
(2) must be accompanied by:
(A) a balance sheet of the corporation, as of the latest
available date and not more than twelve (12) months before
the making of the offer; and
(B) an income statement of the corporation for the twelve
(12) month period ending on the date of the balance sheet.
(c) If the fair value of the shares is agreed upon between the
disqualified person and the corporation within thirty (30) days after
the date of the written offer from the corporation, payment for the
shares shall be made upon surrender of the certificate or certificates
representing the shares:
(1) within sixty (60) days after the date of the offer; or
(2) at such other time as the parties may fix by agreement.
Upon payment of the agreed value, the disqualified person ceases to
have any interest in the shares.
(d) If the disqualified person and the corporation do not agree on
the fair value of the shares within thirty (30) days after the
corporation's written offer, the following procedures apply:
(1) The disqualified person may make written demand within
sixty (60) days after the date of the corporation's written offer
that the corporation file a petition in the circuit or superior court
in the county where the principal office of the corporation is
located, requesting that the fair value of the shares be
determined. The corporation shall file a petition under this
subdivision within thirty (30) days after receipt of written
demand from the disqualified person. If the corporation fails to
institute the proceeding as required by this subdivision, the
disqualified person may do so within sixty (60) days after
delivery of the written demand to the corporation.
(2) If the corporation so elects at any time within sixty (60) days
after the date of the corporation's written offer, it may file a
petition for the determination of the fair value of the shares in
the circuit or superior court in the county where the principal
office of the corporation is located.
(3) The disqualified person shall be made a party to any
proceeding under this subsection.
(4) All proceedings instituted under this subsection shall be
governed by the Indiana rules of trial procedure.
(5) In a proceeding under this subsection, the court may appoint
one (1) or more persons as appraisers to receive evidence and
make a recommendation to the court on the question of the fair
value of the shares. The appraisers have such authority as shall
be specified in the appointment order of the court.
(e) In a proceeding under subsection (d), the disqualified person
is entitled to judgment against the corporation for the amount of the
fair value of his shares as of the date of death, disqualification, or
transfer, upon surrender to the corporation of the certificate or
certificates representing the shares. The court may order that the
judgment be paid by the corporation in such installments as the court
determines to be fair and just. The judgment may include an
allowance for interest, not to exceed the legal rate of interest for
judgments specified in IC 24-4.6-1-101, from the date of death,
disqualification, or transfer.
(f) Except as provided in this subsection, the costs and expenses
of any proceeding under subsection (d) shall be determined by the
court and shall be assessed against the corporation. If the fair value
of the shares as determined by the court does not exceed the amount
specified in the last written offer made by the corporation, the court
may assess all or any part of the costs and expenses of the proceeding
against the disqualified person. For purposes of this subsection,
expenses include:
(1) reasonable compensation for and reasonable expenses of the
appraisers; and
(2) reasonable fees and expenses of counsel.
(g) If a purchase, redemption, or transfer of the shares of a
deceased or disqualified shareholder or of a transferee who is a
disqualified person is not completed within ten (10) months after the
death of the deceased shareholder or within five (5) months after the
disqualification or transfer, the corporation shall immediately cancel
the shares on its books, and the disqualified person as of the date of
cancellation has no further interest as a shareholder in the
corporation other than his right to payment for such shares under this
section. A corporation may not cancel its shares if a petition for a
determination of fair value has been filed under this section in a
circuit or superior court.
(h) Shares acquired by a corporation:
(1) in payment of the agreed value for the shares; or
(2) in payment of a judgment entered for the payment of those
shares, as provided in this section;
may be held and disposed of by the corporation as in the case of
other treasury shares.
(i) Any provision regarding purchase, redemption, or transfer of
shares of a professional corporation contained in the articles of
incorporation, bylaws, or any private agreement is specifically
enforceable in the courts of this state.
(j) This section does not prevent or relieve a professional
corporation from paying pension benefits or other deferred
compensation for services rendered to or on behalf of a former
shareholder as otherwise permitted by law. As added by P.L.239-1983, SEC.1. Amended by P.L.172-1996,
SEC.5.
IC 23-1.5-3-4 Proxies; voting trusts
Sec. 4. (a) A proxy for shares of a professional corporation is
valid only if it is given to a qualified person of that corporation.
(b) A voting trust with respect to shares of a professional
corporation is valid only if all the trustees and beneficiaries of the
voting trust are qualified persons. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-5 Powers of administrator, executor, guardian, and others of estate
of shareholder who holds all outstanding shares
Sec. 5. This section applies to an administrator, executor,
guardian, conservator, or receiver of the estate of a shareholder of a
professional corporation who holds all of the outstanding shares of
the corporation. Such a person may:
(1) exercise voting rights; and
(2) serve as a director and officer of the corporation;
for the purposes of amending the articles of incorporation as
provided in IC 23-1.5-4-2 or dissolving the corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-6 Filing of articles of incorporation; notice of change of ownership
or address
Sec. 6. (a) A professional corporation shall file a copy of its
articles of incorporation, certified by the secretary of state, with the
bureau. Thereafter, the corporation shall file with the bureau certified
copies of all amendments to its articles of incorporation, including
articles of acceptance and all articles of merger to which the
corporation is a party.
(b) A professional corporation shall notify the bureau of a change
in the ownership of any of the shares in the professional corporation
or a change in its business address within thirty (30) days after the
date of the change. Notice of change in ownership must contain the
names and post office addresses of the transferor shareholder and the
transferee shareholder, and notice of change of business address must
contain the street address of the old location and the street address of
the new location. As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.6.
IC 23-1.5-3-1 Shares; issuance; transfer
Sec. 1. (a) Except as provided in IC 25-2.1-5, a professional
corporation may issue shares, fractional shares, and rights or options
to purchase shares only to:
(1) individuals who are authorized by Indiana law or the laws
of another state to render a professional service permitted by the
articles of incorporation of the corporation;
(2) general partnerships in which all the partners are authorized
by Indiana law or the laws of another state to render a
professional service permitted by the articles of incorporation
of the corporation;
(3) professional corporations authorized by Indiana law or the
laws of another state to render a professional service permitted
by the articles of incorporation of the corporation; and
(4) the trustee of a qualified trust.
(b) When determined necessary by the licensing authority for any
profession in order to prevent violations of the ethical standards of
the profession, the licensing authority may by rule further restrict,
condition, or abridge the authority of professional corporations to
issue shares, but no such rule may, of itself, have the effect of
causing a shareholder of a professional corporation at the time the
rule becomes effective to become a disqualified person. All shares
issued in violation of:
(1) this section; or
(2) any rule adopted by a licensing authority as provided by this
section;
are void.
(c) Except as provided in IC 25-2.1-5, a shareholder of a
professional corporation may transfer or pledge shares, fractional
shares, and rights or options to purchase shares of the corporation
only to individuals, general partnerships, professional corporations,
and trustees of qualified trusts qualified under this article to own
shares issued directly to them by the professional corporation. A
transfer of shares in violation of this subsection is void; however,
this subsection does not apply to the transactions described in section
3 of this chapter.
(d) Each certificate representing shares of a professional
corporation must state conspicuously upon its face that the shares
represented by that certificate are subject to:
(1) restrictions on transfer imposed by this article; and
(2) such restrictions on transfer as may be imposed by the
licensing authority under this article.
(e) This section does not permit or authorize an individual to
practice within Indiana any profession with respect to which a
license or registration is required by the state without the individual
being licensed or registered under the laws of the state.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.5;
P.L.128-2001, SEC.2.
IC 23-1.5-3-2 Authority to purchase shares from disqualified persons
Sec. 2. A professional corporation may purchase its own shares
from a disqualified person without regard to the availability of
capital or earned surplus for the purchase; however, no purchase of
or payment for its own shares may be made at a time when the
corporation is insolvent or when the purchase or payment would
make it insolvent. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-3 Transfer or purchase of shares from disqualified persons;
procedure
Sec. 3. (a) Whenever:
(1) a shareholder of a professional corporation dies;
(2) a shareholder of a professional corporation becomes a
disqualified person;
(3) a charitable remainder unitrust or charitable remainder
annuity trust that holds shares of a professional corporation
becomes a disqualified person; or
(4) shares of a professional corporation are transferred by
operation of law or court decree to a disqualified person;
the shares of the deceased shareholder or disqualified person may be
transferred to a qualified person. If the shares are not so transferred,
the shares shall be purchased or redeemed by the corporation to the
extent of funds that may legally be made available for the purchase,
as provided in section 2 of this chapter.
(b) Within five (5) months after such death or thirty (30) days
after such a disqualification or transfer, if the price and method of
payment for such shares is not fixed or ascertainable by the articles
of incorporation or bylaws of the corporation or by private
agreement, the corporation shall make a written offer to pay for the
shares at a specified price determined by the corporation to be the
fair value of the shares as of the date of the death, disqualification,
or transfer. The offer:
(1) shall be given to the disqualified person, which, in the case
of a deceased shareholder, is the executor, administrator, or
heirs at law if there is no executor or administrator; and
(2) must be accompanied by:
(A) a balance sheet of the corporation, as of the latest
available date and not more than twelve (12) months before
the making of the offer; and
(B) an income statement of the corporation for the twelve
(12) month period ending on the date of the balance sheet.
(c) If the fair value of the shares is agreed upon between the
disqualified person and the corporation within thirty (30) days after
the date of the written offer from the corporation, payment for the
shares shall be made upon surrender of the certificate or certificates
representing the shares:
(1) within sixty (60) days after the date of the offer; or
(2) at such other time as the parties may fix by agreement.
Upon payment of the agreed value, the disqualified person ceases to
have any interest in the shares.
(d) If the disqualified person and the corporation do not agree on
the fair value of the shares within thirty (30) days after the
corporation's written offer, the following procedures apply:
(1) The disqualified person may make written demand within
sixty (60) days after the date of the corporation's written offer
that the corporation file a petition in the circuit or superior court
in the county where the principal office of the corporation is
located, requesting that the fair value of the shares be
determined. The corporation shall file a petition under this
subdivision within thirty (30) days after receipt of written
demand from the disqualified person. If the corporation fails to
institute the proceeding as required by this subdivision, the
disqualified person may do so within sixty (60) days after
delivery of the written demand to the corporation.
(2) If the corporation so elects at any time within sixty (60) days
after the date of the corporation's written offer, it may file a
petition for the determination of the fair value of the shares in
the circuit or superior court in the county where the principal
office of the corporation is located.
(3) The disqualified person shall be made a party to any
proceeding under this subsection.
(4) All proceedings instituted under this subsection shall be
governed by the Indiana rules of trial procedure.
(5) In a proceeding under this subsection, the court may appoint
one (1) or more persons as appraisers to receive evidence and
make a recommendation to the court on the question of the fair
value of the shares. The appraisers have such authority as shall
be specified in the appointment order of the court.
(e) In a proceeding under subsection (d), the disqualified person
is entitled to judgment against the corporation for the amount of the
fair value of his shares as of the date of death, disqualification, or
transfer, upon surrender to the corporation of the certificate or
certificates representing the shares. The court may order that the
judgment be paid by the corporation in such installments as the court
determines to be fair and just. The judgment may include an
allowance for interest, not to exceed the legal rate of interest for
judgments specified in IC 24-4.6-1-101, from the date of death,
disqualification, or transfer.
(f) Except as provided in this subsection, the costs and expenses
of any proceeding under subsection (d) shall be determined by the
court and shall be assessed against the corporation. If the fair value
of the shares as determined by the court does not exceed the amount
specified in the last written offer made by the corporation, the court
may assess all or any part of the costs and expenses of the proceeding
against the disqualified person. For purposes of this subsection,
expenses include:
(1) reasonable compensation for and reasonable expenses of the
appraisers; and
(2) reasonable fees and expenses of counsel.
(g) If a purchase, redemption, or transfer of the shares of a
deceased or disqualified shareholder or of a transferee who is a
disqualified person is not completed within ten (10) months after the
death of the deceased shareholder or within five (5) months after the
disqualification or transfer, the corporation shall immediately cancel
the shares on its books, and the disqualified person as of the date of
cancellation has no further interest as a shareholder in the
corporation other than his right to payment for such shares under this
section. A corporation may not cancel its shares if a petition for a
determination of fair value has been filed under this section in a
circuit or superior court.
(h) Shares acquired by a corporation:
(1) in payment of the agreed value for the shares; or
(2) in payment of a judgment entered for the payment of those
shares, as provided in this section;
may be held and disposed of by the corporation as in the case of
other treasury shares.
(i) Any provision regarding purchase, redemption, or transfer of
shares of a professional corporation contained in the articles of
incorporation, bylaws, or any private agreement is specifically
enforceable in the courts of this state.
(j) This section does not prevent or relieve a professional
corporation from paying pension benefits or other deferred
compensation for services rendered to or on behalf of a former
shareholder as otherwise permitted by law. As added by P.L.239-1983, SEC.1. Amended by P.L.172-1996,
SEC.5.
IC 23-1.5-3-4 Proxies; voting trusts
Sec. 4. (a) A proxy for shares of a professional corporation is
valid only if it is given to a qualified person of that corporation.
(b) A voting trust with respect to shares of a professional
corporation is valid only if all the trustees and beneficiaries of the
voting trust are qualified persons. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-5 Powers of administrator, executor, guardian, and others of estate
of shareholder who holds all outstanding shares
Sec. 5. This section applies to an administrator, executor,
guardian, conservator, or receiver of the estate of a shareholder of a
professional corporation who holds all of the outstanding shares of
the corporation. Such a person may:
(1) exercise voting rights; and
(2) serve as a director and officer of the corporation;
for the purposes of amending the articles of incorporation as
provided in IC 23-1.5-4-2 or dissolving the corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-6 Filing of articles of incorporation; notice of change of ownership
or address
Sec. 6. (a) A professional corporation shall file a copy of its
articles of incorporation, certified by the secretary of state, with the
bureau. Thereafter, the corporation shall file with the bureau certified
copies of all amendments to its articles of incorporation, including
articles of acceptance and all articles of merger to which the
corporation is a party.
(b) A professional corporation shall notify the bureau of a change
in the ownership of any of the shares in the professional corporation
or a change in its business address within thirty (30) days after the
date of the change. Notice of change in ownership must contain the
names and post office addresses of the transferor shareholder and the
transferee shareholder, and notice of change of business address must
contain the street address of the old location and the street address of
the new location. As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.6.
IC 23-1.5-3-1 Shares; issuance; transfer
Sec. 1. (a) Except as provided in IC 25-2.1-5, a professional
corporation may issue shares, fractional shares, and rights or options
to purchase shares only to:
(1) individuals who are authorized by Indiana law or the laws
of another state to render a professional service permitted by the
articles of incorporation of the corporation;
(2) general partnerships in which all the partners are authorized
by Indiana law or the laws of another state to render a
professional service permitted by the articles of incorporation
of the corporation;
(3) professional corporations authorized by Indiana law or the
laws of another state to render a professional service permitted
by the articles of incorporation of the corporation; and
(4) the trustee of a qualified trust.
(b) When determined necessary by the licensing authority for any
profession in order to prevent violations of the ethical standards of
the profession, the licensing authority may by rule further restrict,
condition, or abridge the authority of professional corporations to
issue shares, but no such rule may, of itself, have the effect of
causing a shareholder of a professional corporation at the time the
rule becomes effective to become a disqualified person. All shares
issued in violation of:
(1) this section; or
(2) any rule adopted by a licensing authority as provided by this
section;
are void.
(c) Except as provided in IC 25-2.1-5, a shareholder of a
professional corporation may transfer or pledge shares, fractional
shares, and rights or options to purchase shares of the corporation
only to individuals, general partnerships, professional corporations,
and trustees of qualified trusts qualified under this article to own
shares issued directly to them by the professional corporation. A
transfer of shares in violation of this subsection is void; however,
this subsection does not apply to the transactions described in section
3 of this chapter.
(d) Each certificate representing shares of a professional
corporation must state conspicuously upon its face that the shares
represented by that certificate are subject to:
(1) restrictions on transfer imposed by this article; and
(2) such restrictions on transfer as may be imposed by the
licensing authority under this article.
(e) This section does not permit or authorize an individual to
practice within Indiana any profession with respect to which a
license or registration is required by the state without the individual
being licensed or registered under the laws of the state.
As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.5;
P.L.128-2001, SEC.2.
IC 23-1.5-3-2 Authority to purchase shares from disqualified persons
Sec. 2. A professional corporation may purchase its own shares
from a disqualified person without regard to the availability of
capital or earned surplus for the purchase; however, no purchase of
or payment for its own shares may be made at a time when the
corporation is insolvent or when the purchase or payment would
make it insolvent. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-3 Transfer or purchase of shares from disqualified persons;
procedure
Sec. 3. (a) Whenever:
(1) a shareholder of a professional corporation dies;
(2) a shareholder of a professional corporation becomes a
disqualified person;
(3) a charitable remainder unitrust or charitable remainder
annuity trust that holds shares of a professional corporation
becomes a disqualified person; or
(4) shares of a professional corporation are transferred by
operation of law or court decree to a disqualified person;
the shares of the deceased shareholder or disqualified person may be
transferred to a qualified person. If the shares are not so transferred,
the shares shall be purchased or redeemed by the corporation to the
extent of funds that may legally be made available for the purchase,
as provided in section 2 of this chapter.
(b) Within five (5) months after such death or thirty (30) days
after such a disqualification or transfer, if the price and method of
payment for such shares is not fixed or ascertainable by the articles
of incorporation or bylaws of the corporation or by private
agreement, the corporation shall make a written offer to pay for the
shares at a specified price determined by the corporation to be the
fair value of the shares as of the date of the death, disqualification,
or transfer. The offer:
(1) shall be given to the disqualified person, which, in the case
of a deceased shareholder, is the executor, administrator, or
heirs at law if there is no executor or administrator; and
(2) must be accompanied by:
(A) a balance sheet of the corporation, as of the latest
available date and not more than twelve (12) months before
the making of the offer; and
(B) an income statement of the corporation for the twelve
(12) month period ending on the date of the balance sheet.
(c) If the fair value of the shares is agreed upon between the
disqualified person and the corporation within thirty (30) days after
the date of the written offer from the corporation, payment for the
shares shall be made upon surrender of the certificate or certificates
representing the shares:
(1) within sixty (60) days after the date of the offer; or
(2) at such other time as the parties may fix by agreement.
Upon payment of the agreed value, the disqualified person ceases to
have any interest in the shares.
(d) If the disqualified person and the corporation do not agree on
the fair value of the shares within thirty (30) days after the
corporation's written offer, the following procedures apply:
(1) The disqualified person may make written demand within
sixty (60) days after the date of the corporation's written offer
that the corporation file a petition in the circuit or superior court
in the county where the principal office of the corporation is
located, requesting that the fair value of the shares be
determined. The corporation shall file a petition under this
subdivision within thirty (30) days after receipt of written
demand from the disqualified person. If the corporation fails to
institute the proceeding as required by this subdivision, the
disqualified person may do so within sixty (60) days after
delivery of the written demand to the corporation.
(2) If the corporation so elects at any time within sixty (60) days
after the date of the corporation's written offer, it may file a
petition for the determination of the fair value of the shares in
the circuit or superior court in the county where the principal
office of the corporation is located.
(3) The disqualified person shall be made a party to any
proceeding under this subsection.
(4) All proceedings instituted under this subsection shall be
governed by the Indiana rules of trial procedure.
(5) In a proceeding under this subsection, the court may appoint
one (1) or more persons as appraisers to receive evidence and
make a recommendation to the court on the question of the fair
value of the shares. The appraisers have such authority as shall
be specified in the appointment order of the court.
(e) In a proceeding under subsection (d), the disqualified person
is entitled to judgment against the corporation for the amount of the
fair value of his shares as of the date of death, disqualification, or
transfer, upon surrender to the corporation of the certificate or
certificates representing the shares. The court may order that the
judgment be paid by the corporation in such installments as the court
determines to be fair and just. The judgment may include an
allowance for interest, not to exceed the legal rate of interest for
judgments specified in IC 24-4.6-1-101, from the date of death,
disqualification, or transfer.
(f) Except as provided in this subsection, the costs and expenses
of any proceeding under subsection (d) shall be determined by the
court and shall be assessed against the corporation. If the fair value
of the shares as determined by the court does not exceed the amount
specified in the last written offer made by the corporation, the court
may assess all or any part of the costs and expenses of the proceeding
against the disqualified person. For purposes of this subsection,
expenses include:
(1) reasonable compensation for and reasonable expenses of the
appraisers; and
(2) reasonable fees and expenses of counsel.
(g) If a purchase, redemption, or transfer of the shares of a
deceased or disqualified shareholder or of a transferee who is a
disqualified person is not completed within ten (10) months after the
death of the deceased shareholder or within five (5) months after the
disqualification or transfer, the corporation shall immediately cancel
the shares on its books, and the disqualified person as of the date of
cancellation has no further interest as a shareholder in the
corporation other than his right to payment for such shares under this
section. A corporation may not cancel its shares if a petition for a
determination of fair value has been filed under this section in a
circuit or superior court.
(h) Shares acquired by a corporation:
(1) in payment of the agreed value for the shares; or
(2) in payment of a judgment entered for the payment of those
shares, as provided in this section;
may be held and disposed of by the corporation as in the case of
other treasury shares.
(i) Any provision regarding purchase, redemption, or transfer of
shares of a professional corporation contained in the articles of
incorporation, bylaws, or any private agreement is specifically
enforceable in the courts of this state.
(j) This section does not prevent or relieve a professional
corporation from paying pension benefits or other deferred
compensation for services rendered to or on behalf of a former
shareholder as otherwise permitted by law. As added by P.L.239-1983, SEC.1. Amended by P.L.172-1996,
SEC.5.
IC 23-1.5-3-4 Proxies; voting trusts
Sec. 4. (a) A proxy for shares of a professional corporation is
valid only if it is given to a qualified person of that corporation.
(b) A voting trust with respect to shares of a professional
corporation is valid only if all the trustees and beneficiaries of the
voting trust are qualified persons. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-5 Powers of administrator, executor, guardian, and others of estate
of shareholder who holds all outstanding shares
Sec. 5. This section applies to an administrator, executor,
guardian, conservator, or receiver of the estate of a shareholder of a
professional corporation who holds all of the outstanding shares of
the corporation. Such a person may:
(1) exercise voting rights; and
(2) serve as a director and officer of the corporation;
for the purposes of amending the articles of incorporation as
provided in IC 23-1.5-4-2 or dissolving the corporation. As added by P.L.239-1983, SEC.1.
IC 23-1.5-3-6 Filing of articles of incorporation; notice of change of ownership
or address
Sec. 6. (a) A professional corporation shall file a copy of its
articles of incorporation, certified by the secretary of state, with the
bureau. Thereafter, the corporation shall file with the bureau certified
copies of all amendments to its articles of incorporation, including
articles of acceptance and all articles of merger to which the
corporation is a party.
(b) A professional corporation shall notify the bureau of a change
in the ownership of any of the shares in the professional corporation
or a change in its business address within thirty (30) days after the
date of the change. Notice of change in ownership must contain the
names and post office addresses of the transferor shareholder and the
transferee shareholder, and notice of change of business address must
contain the street address of the old location and the street address of
the new location. As added by P.L.239-1983, SEC.1. Amended by P.L.34-1997, SEC.6.