Disqualifying event, corporation may purchase its own shares,procedure.
356.141. 1. Upon the death of a shareholder in aprofessional corporation, or if a shareholder in a professionalcorporation becomes a disqualified person, or if shares of aprofessional corporation are transferred by operation of law orcourt decree to a disqualified person, then the shares of suchdeceased shareholder or of such disqualified person may betransferred to a qualified person and, if not so transferred,shall be purchased or redeemed by the corporation to the extentof funds that may be legally made available for such purchaseunder sections 356.011 to 356.261, according to the proceduresset forth in this section.
2. The articles of incorporation or bylaws of theprofessional corporation may establish a price for or mayauthorize a procedure to set the price and the terms of purchaseof the shares of a deceased shareholder or disqualified person.The professional corporation, and one or more shareholderstherein, also may agree on a price for or a procedure to set theprice and the terms of purchase of the shares of a deceasedshareholder or a disqualified person by a private agreement inwriting, which agreement shall be binding only on the corporationand the agreeing shareholders. If the articles of incorporationor bylaws do not provide a procedure to set the price and theterms of purchase of shares of a deceased shareholder ordisqualified person and if no such private written agreement isin effect as to that shareholder or disqualified person, then atany time after such death, disqualification or transfer, theprofessional corporation and the personal representative of theestate of a deceased shareholder or the shareholder or transfereemay agree as to the price and the terms of purchase of the sharesof the deceased shareholder or disqualified person. If such aprice is so agreed upon, payment therefor shall be made by theprofessional corporation within thirty days, or such other periodas the parties may fix by agreement, after the date of theagreement as to the price thereof, upon surrender and endorsementto the corporation of the certificate or certificatesrepresenting such shares. Upon payment of the price establishedpursuant to the articles of incorporation or bylaws or of theprice so agreed to, the deceased shareholder, the disqualifiedperson or the transferee shall cease to have any interest in suchshares.
3. If the articles of incorporation or bylaws do not providea price or a procedure to establish the price for the shares andif no private written agreement as to the price for or aprocedure to set the price of such shares is in effect, thenwithin thirty days after such death, disqualification ortransfer, the professional corporation shall provide to thepersonal representative of the estate of a deceased shareholder,or to the shareholder or transferee, a balance sheet of theprofessional corporation as of the latest available date and notmore than twelve months prior to the date of death,disqualification or transfer, and a profit and loss statement ofsuch professional corporation for the twelve-month period endedon the date of such balance sheet.
4. If the articles of incorporation or bylaws do not providea price or a procedure to establish the price for such shares,and if no private written agreement as to the price for or aprocedure to set the price of such shares is in effect, and ifwithin ninety days after such death, disqualification or transferthe estate of such disqualified person or such disqualifiedperson and the professional corporation do not agree on the priceto be paid for such shares, then either the estate, thedisqualified person or the professional corporation may file apetition in any court of competent jurisdiction in the county inthis state where the registered office of the professionalcorporation is located requesting that the fair value of suchshares be found and determined. If such petition is filed by theprofessional corporation, then the estate or disqualified person,wherever residing, shall be made a party to the proceeding as anaction against his shares quasi in rem, and a copy of thepetition shall be served on the estate or disqualified person inperson if a resident of this state, and shall be served byregistered or certified mail on the estate or disqualified personif a nonresident. Service on nonresidents shall also be made bypublication as provided by law. The jurisdiction of the courtshall be plenary and exclusive. The estate or disqualifiedperson shall be entitled to judgment against the professionalcorporation for the amount of the fair value of the shares as ofthe date of death, disqualification or transfer upon surrenderand endorsement to the professional corporation of thecertificate or certificates representing such shares. The courtmay order that the judgment be paid in such installments as thecourt may determine to be fair and equitable in all thecircumstances to all parties. The court may appoint one or morepersons as appraisers to receive evidence and recommend adecision on the question of fair value. The appraisers shallhave such power and authority as shall be specified in the orderof their appointment, or an amendment thereof. The judgmentshall include an allowance for interest at such rate as the courtmay find to be fair and equitable in all the circumstances to allparties, from the date of death, disqualification or transfer.
5. The costs and expenses of any proceeding brought underthis section shall be determined by the court and shall beassessed against the professional corporation; but, upon requestof the professional corporation, all or any part of such costsand expenses may be apportioned and assessed as the court maydeem equitable against the estate or disqualified person if thecourt shall find that the action of such estate or disqualifiedperson in failing to reach an agreement on the fair value of thestock was arbitrary or vexatious or not in good faith. Suchexpenses shall include reasonable compensation for and reasonableexpenses of the appraisers, but shall exclude the fees andexpenses of counsel for and experts employed by any party. Ifthe court determines that the fair value of the shares asdetermined materially exceeds the amount that the professionalcorporation offered to pay therefor, or if no such offer wasmade, then upon request of the estate or disqualified person, thecourt in its discretion may award to the estate or disqualifiedperson such sum as the court may determine to be reasonablecompensation to any counsel or expert or experts employed by theestate or disqualified person in the proceeding.
6. If a purchase, redemption or transfer of the shares of adeceased or disqualified shareholder or of a transferee who is adisqualified person is not completed within twelve months afterthe death of the deceased shareholder or within six months afterthe disqualification or transfer, as the case may be, then theshares of the deceased shareholder or disqualified person areautomatically canceled, and the professional corporation shallforthwith record that cancellation of the shares on its books,and thereafter the estate or disqualified person shall have nofurther interest as a shareholder in the professional corporationother than his, her or its right to payment for such shares orhis, her or its right to initiate and pursue a proceeding fordetermination of the fair value of those shares under thissection.
7. Shares acquired by a professional corporation pursuant topayment of the agreed price therefor or to payment of thejudgment entered therefor, as in this section provided, may beheld and disposed of by such professional corporation as in thecase of other treasury shares.
8. This section shall not be deemed to require the purchaseof shares of a disqualified person where the period of suchdisqualification is for less than six months from the date ofdisqualification or transfer.
9. Any provision regarding purchase, redemption or transferof shares of a professional corporation contained in the articlesof incorporation or the bylaws of the professional corporation,or in any private written agreement relating thereto, shall bespecifically enforceable in the courts of this state and shallpreempt the right such estate or disqualified person or theprofessional corporation to bring an action pursuant to thissection.
10. Nothing contained in this section shall prevent orrelieve a professional corporation from paying pension benefitsor other deferred compensation for services rendered to or onbehalf of a former shareholder as otherwise permitted by law.
Disqualifying event, corporation may purchase its own shares,procedure.
356.141. 1. Upon the death of a shareholder in aprofessional corporation, or if a shareholder in a professionalcorporation becomes a disqualified person, or if shares of aprofessional corporation are transferred by operation of law orcourt decree to a disqualified person, then the shares of suchdeceased shareholder or of such disqualified person may betransferred to a qualified person and, if not so transferred,shall be purchased or redeemed by the corporation to the extentof funds that may be legally made available for such purchaseunder sections 356.011 to 356.261, according to the proceduresset forth in this section.
2. The articles of incorporation or bylaws of theprofessional corporation may establish a price for or mayauthorize a procedure to set the price and the terms of purchaseof the shares of a deceased shareholder or disqualified person.The professional corporation, and one or more shareholderstherein, also may agree on a price for or a procedure to set theprice and the terms of purchase of the shares of a deceasedshareholder or a disqualified person by a private agreement inwriting, which agreement shall be binding only on the corporationand the agreeing shareholders. If the articles of incorporationor bylaws do not provide a procedure to set the price and theterms of purchase of shares of a deceased shareholder ordisqualified person and if no such private written agreement isin effect as to that shareholder or disqualified person, then atany time after such death, disqualification or transfer, theprofessional corporation and the personal representative of theestate of a deceased shareholder or the shareholder or transfereemay agree as to the price and the terms of purchase of the sharesof the deceased shareholder or disqualified person. If such aprice is so agreed upon, payment therefor shall be made by theprofessional corporation within thirty days, or such other periodas the parties may fix by agreement, after the date of theagreement as to the price thereof, upon surrender and endorsementto the corporation of the certificate or certificatesrepresenting such shares. Upon payment of the price establishedpursuant to the articles of incorporation or bylaws or of theprice so agreed to, the deceased shareholder, the disqualifiedperson or the transferee shall cease to have any interest in suchshares.
3. If the articles of incorporation or bylaws do not providea price or a procedure to establish the price for the shares andif no private written agreement as to the price for or aprocedure to set the price of such shares is in effect, thenwithin thirty days after such death, disqualification ortransfer, the professional corporation shall provide to thepersonal representative of the estate of a deceased shareholder,or to the shareholder or transferee, a balance sheet of theprofessional corporation as of the latest available date and notmore than twelve months prior to the date of death,disqualification or transfer, and a profit and loss statement ofsuch professional corporation for the twelve-month period endedon the date of such balance sheet.
4. If the articles of incorporation or bylaws do not providea price or a procedure to establish the price for such shares,and if no private written agreement as to the price for or aprocedure to set the price of such shares is in effect, and ifwithin ninety days after such death, disqualification or transferthe estate of such disqualified person or such disqualifiedperson and the professional corporation do not agree on the priceto be paid for such shares, then either the estate, thedisqualified person or the professional corporation may file apetition in any court of competent jurisdiction in the county inthis state where the registered office of the professionalcorporation is located requesting that the fair value of suchshares be found and determined. If such petition is filed by theprofessional corporation, then the estate or disqualified person,wherever residing, shall be made a party to the proceeding as anaction against his shares quasi in rem, and a copy of thepetition shall be served on the estate or disqualified person inperson if a resident of this state, and shall be served byregistered or certified mail on the estate or disqualified personif a nonresident. Service on nonresidents shall also be made bypublication as provided by law. The jurisdiction of the courtshall be plenary and exclusive. The estate or disqualifiedperson shall be entitled to judgment against the professionalcorporation for the amount of the fair value of the shares as ofthe date of death, disqualification or transfer upon surrenderand endorsement to the professional corporation of thecertificate or certificates representing such shares. The courtmay order that the judgment be paid in such installments as thecourt may determine to be fair and equitable in all thecircumstances to all parties. The court may appoint one or morepersons as appraisers to receive evidence and recommend adecision on the question of fair value. The appraisers shallhave such power and authority as shall be specified in the orderof their appointment, or an amendment thereof. The judgmentshall include an allowance for interest at such rate as the courtmay find to be fair and equitable in all the circumstances to allparties, from the date of death, disqualification or transfer.
5. The costs and expenses of any proceeding brought underthis section shall be determined by the court and shall beassessed against the professional corporation; but, upon requestof the professional corporation, all or any part of such costsand expenses may be apportioned and assessed as the court maydeem equitable against the estate or disqualified person if thecourt shall find that the action of such estate or disqualifiedperson in failing to reach an agreement on the fair value of thestock was arbitrary or vexatious or not in good faith. Suchexpenses shall include reasonable compensation for and reasonableexpenses of the appraisers, but shall exclude the fees andexpenses of counsel for and experts employed by any party. Ifthe court determines that the fair value of the shares asdetermined materially exceeds the amount that the professionalcorporation offered to pay therefor, or if no such offer wasmade, then upon request of the estate or disqualified person, thecourt in its discretion may award to the estate or disqualifiedperson such sum as the court may determine to be reasonablecompensation to any counsel or expert or experts employed by theestate or disqualified person in the proceeding.
6. If a purchase, redemption or transfer of the shares of adeceased or disqualified shareholder or of a transferee who is adisqualified person is not completed within twelve months afterthe death of the deceased shareholder or within six months afterthe disqualification or transfer, as the case may be, then theshares of the deceased shareholder or disqualified person areautomatically canceled, and the professional corporation shallforthwith record that cancellation of the shares on its books,and thereafter the estate or disqualified person shall have nofurther interest as a shareholder in the professional corporationother than his, her or its right to payment for such shares orhis, her or its right to initiate and pursue a proceeding fordetermination of the fair value of those shares under thissection.
7. Shares acquired by a professional corporation pursuant topayment of the agreed price therefor or to payment of thejudgment entered therefor, as in this section provided, may beheld and disposed of by such professional corporation as in thecase of other treasury shares.
8. This section shall not be deemed to require the purchaseof shares of a disqualified person where the period of suchdisqualification is for less than six months from the date ofdisqualification or transfer.
9. Any provision regarding purchase, redemption or transferof shares of a professional corporation contained in the articlesof incorporation or the bylaws of the professional corporation,or in any private written agreement relating thereto, shall bespecifically enforceable in the courts of this state and shallpreempt the right such estate or disqualified person or theprofessional corporation to bring an action pursuant to thissection.
10. Nothing contained in this section shall prevent orrelieve a professional corporation from paying pension benefitsor other deferred compensation for services rendered to or onbehalf of a former shareholder as otherwise permitted by law.
Disqualifying event, corporation may purchase its own shares,procedure.
356.141. 1. Upon the death of a shareholder in aprofessional corporation, or if a shareholder in a professionalcorporation becomes a disqualified person, or if shares of aprofessional corporation are transferred by operation of law orcourt decree to a disqualified person, then the shares of suchdeceased shareholder or of such disqualified person may betransferred to a qualified person and, if not so transferred,shall be purchased or redeemed by the corporation to the extentof funds that may be legally made available for such purchaseunder sections 356.011 to 356.261, according to the proceduresset forth in this section.
2. The articles of incorporation or bylaws of theprofessional corporation may establish a price for or mayauthorize a procedure to set the price and the terms of purchaseof the shares of a deceased shareholder or disqualified person.The professional corporation, and one or more shareholderstherein, also may agree on a price for or a procedure to set theprice and the terms of purchase of the shares of a deceasedshareholder or a disqualified person by a private agreement inwriting, which agreement shall be binding only on the corporationand the agreeing shareholders. If the articles of incorporationor bylaws do not provide a procedure to set the price and theterms of purchase of shares of a deceased shareholder ordisqualified person and if no such private written agreement isin effect as to that shareholder or disqualified person, then atany time after such death, disqualification or transfer, theprofessional corporation and the personal representative of theestate of a deceased shareholder or the shareholder or transfereemay agree as to the price and the terms of purchase of the sharesof the deceased shareholder or disqualified person. If such aprice is so agreed upon, payment therefor shall be made by theprofessional corporation within thirty days, or such other periodas the parties may fix by agreement, after the date of theagreement as to the price thereof, upon surrender and endorsementto the corporation of the certificate or certificatesrepresenting such shares. Upon payment of the price establishedpursuant to the articles of incorporation or bylaws or of theprice so agreed to, the deceased shareholder, the disqualifiedperson or the transferee shall cease to have any interest in suchshares.
3. If the articles of incorporation or bylaws do not providea price or a procedure to establish the price for the shares andif no private written agreement as to the price for or aprocedure to set the price of such shares is in effect, thenwithin thirty days after such death, disqualification ortransfer, the professional corporation shall provide to thepersonal representative of the estate of a deceased shareholder,or to the shareholder or transferee, a balance sheet of theprofessional corporation as of the latest available date and notmore than twelve months prior to the date of death,disqualification or transfer, and a profit and loss statement ofsuch professional corporation for the twelve-month period endedon the date of such balance sheet.
4. If the articles of incorporation or bylaws do not providea price or a procedure to establish the price for such shares,and if no private written agreement as to the price for or aprocedure to set the price of such shares is in effect, and ifwithin ninety days after such death, disqualification or transferthe estate of such disqualified person or such disqualifiedperson and the professional corporation do not agree on the priceto be paid for such shares, then either the estate, thedisqualified person or the professional corporation may file apetition in any court of competent jurisdiction in the county inthis state where the registered office of the professionalcorporation is located requesting that the fair value of suchshares be found and determined. If such petition is filed by theprofessional corporation, then the estate or disqualified person,wherever residing, shall be made a party to the proceeding as anaction against his shares quasi in rem, and a copy of thepetition shall be served on the estate or disqualified person inperson if a resident of this state, and shall be served byregistered or certified mail on the estate or disqualified personif a nonresident. Service on nonresidents shall also be made bypublication as provided by law. The jurisdiction of the courtshall be plenary and exclusive. The estate or disqualifiedperson shall be entitled to judgment against the professionalcorporation for the amount of the fair value of the shares as ofthe date of death, disqualification or transfer upon surrenderand endorsement to the professional corporation of thecertificate or certificates representing such shares. The courtmay order that the judgment be paid in such installments as thecourt may determine to be fair and equitable in all thecircumstances to all parties. The court may appoint one or morepersons as appraisers to receive evidence and recommend adecision on the question of fair value. The appraisers shallhave such power and authority as shall be specified in the orderof their appointment, or an amendment thereof. The judgmentshall include an allowance for interest at such rate as the courtmay find to be fair and equitable in all the circumstances to allparties, from the date of death, disqualification or transfer.
5. The costs and expenses of any proceeding brought underthis section shall be determined by the court and shall beassessed against the professional corporation; but, upon requestof the professional corporation, all or any part of such costsand expenses may be apportioned and assessed as the court maydeem equitable against the estate or disqualified person if thecourt shall find that the action of such estate or disqualifiedperson in failing to reach an agreement on the fair value of thestock was arbitrary or vexatious or not in good faith. Suchexpenses shall include reasonable compensation for and reasonableexpenses of the appraisers, but shall exclude the fees andexpenses of counsel for and experts employed by any party. Ifthe court determines that the fair value of the shares asdetermined materially exceeds the amount that the professionalcorporation offered to pay therefor, or if no such offer wasmade, then upon request of the estate or disqualified person, thecourt in its discretion may award to the estate or disqualifiedperson such sum as the court may determine to be reasonablecompensation to any counsel or expert or experts employed by theestate or disqualified person in the proceeding.
6. If a purchase, redemption or transfer of the shares of adeceased or disqualified shareholder or of a transferee who is adisqualified person is not completed within twelve months afterthe death of the deceased shareholder or within six months afterthe disqualification or transfer, as the case may be, then theshares of the deceased shareholder or disqualified person areautomatically canceled, and the professional corporation shallforthwith record that cancellation of the shares on its books,and thereafter the estate or disqualified person shall have nofurther interest as a shareholder in the professional corporationother than his, her or its right to payment for such shares orhis, her or its right to initiate and pursue a proceeding fordetermination of the fair value of those shares under thissection.
7. Shares acquired by a professional corporation pursuant topayment of the agreed price therefor or to payment of thejudgment entered therefor, as in this section provided, may beheld and disposed of by such professional corporation as in thecase of other treasury shares.
8. This section shall not be deemed to require the purchaseof shares of a disqualified person where the period of suchdisqualification is for less than six months from the date ofdisqualification or transfer.
9. Any provision regarding purchase, redemption or transferof shares of a professional corporation contained in the articlesof incorporation or the bylaws of the professional corporation,or in any private written agreement relating thereto, shall bespecifically enforceable in the courts of this state and shallpreempt the right such estate or disqualified person or theprofessional corporation to bring an action pursuant to thissection.
10. Nothing contained in this section shall prevent orrelieve a professional corporation from paying pension benefitsor other deferred compensation for services rendered to or onbehalf of a former shareholder as otherwise permitted by law.
