State Codes and Statutes

Statutes > New-york > Bsc > Article-15 > 1511

§ 1511. Transfer of shares.    No  shareholder  of  a  professional  service  corporation may sell or  transfer his shares in such corporation except to another individual who  is eligible to have shares issued to him by such corporation  or  except  in  trust  to another individual who would be eligible to receive shares  if he were employed by the corporation. Nothing herein  contained  shall  be  construed  to prohibit the transfer of shares by operation of law or  by court decree. No transferee of shares by operation of  law  or  court  decree  may  vote  the  shares  for  any  purpose whatsoever except with  respect to corporate action under section nine hundred nine and  section  one  thousand  one.  The restriction in the preceding sentence shall not  apply, however, where such transferee would be eligible to  have  shares  issued  to  him  if he were an employee of the corporation and, if there  are other shareholders, a majority of such other shareholders shall fail  to redeem the shares so transferred, pursuant to  section  1510,  within  sixty  days  of  receiving  written notice of such transfer. Any sale or  transfer, except by operation of law or court decree  or  except  for  a  corporation having only one shareholder, may be made only after the same  shall   have   been  approved  by  the  board  of  directors,  or  at  a  shareholders'  meeting  specially  called  for  such  purpose  by   such  proportion,  not  less than a majority, of the outstanding shares as may  be provided in the certificate of incorporation or  in  the  by-laws  of  such professional service corporation. At such shareholders' meeting the  shares  held by the shareholder proposing to sell or transfer his shares  may not be voted or counted for any  purpose,  unless  all  shareholders  consent  that  such  shares  be  voted  or  counted.  The certificate of  incorporation or the by-laws of the professional service corporation, or  the professional service corporation and  the  shareholders  by  private  agreement,  may  provide,  in  lieu  of  or in addition to the foregoing  provisions, for the alienation of shares and may require the  redemption  or purchase of such shares by such corporation at prices and in a manner  specifically  set  forth therein.   The existence of the restrictions on  the sale or transfer of shares, as contained in  this  article  and,  if  applicable, in the certificate of incorporation, by-laws, stock purchase  or  stock redemption agreement, shall be noted conspicuously on the face  or back of every certificate for shares issued by a professional service  corporation.  Any sale or transfer in  violation  of  such  restrictions  shall be void.

State Codes and Statutes

Statutes > New-york > Bsc > Article-15 > 1511

§ 1511. Transfer of shares.    No  shareholder  of  a  professional  service  corporation may sell or  transfer his shares in such corporation except to another individual who  is eligible to have shares issued to him by such corporation  or  except  in  trust  to another individual who would be eligible to receive shares  if he were employed by the corporation. Nothing herein  contained  shall  be  construed  to prohibit the transfer of shares by operation of law or  by court decree. No transferee of shares by operation of  law  or  court  decree  may  vote  the  shares  for  any  purpose whatsoever except with  respect to corporate action under section nine hundred nine and  section  one  thousand  one.  The restriction in the preceding sentence shall not  apply, however, where such transferee would be eligible to  have  shares  issued  to  him  if he were an employee of the corporation and, if there  are other shareholders, a majority of such other shareholders shall fail  to redeem the shares so transferred, pursuant to  section  1510,  within  sixty  days  of  receiving  written notice of such transfer. Any sale or  transfer, except by operation of law or court decree  or  except  for  a  corporation having only one shareholder, may be made only after the same  shall   have   been  approved  by  the  board  of  directors,  or  at  a  shareholders'  meeting  specially  called  for  such  purpose  by   such  proportion,  not  less than a majority, of the outstanding shares as may  be provided in the certificate of incorporation or  in  the  by-laws  of  such professional service corporation. At such shareholders' meeting the  shares  held by the shareholder proposing to sell or transfer his shares  may not be voted or counted for any  purpose,  unless  all  shareholders  consent  that  such  shares  be  voted  or  counted.  The certificate of  incorporation or the by-laws of the professional service corporation, or  the professional service corporation and  the  shareholders  by  private  agreement,  may  provide,  in  lieu  of  or in addition to the foregoing  provisions, for the alienation of shares and may require the  redemption  or purchase of such shares by such corporation at prices and in a manner  specifically  set  forth therein.   The existence of the restrictions on  the sale or transfer of shares, as contained in  this  article  and,  if  applicable, in the certificate of incorporation, by-laws, stock purchase  or  stock redemption agreement, shall be noted conspicuously on the face  or back of every certificate for shares issued by a professional service  corporation.  Any sale or transfer in  violation  of  such  restrictions  shall be void.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Bsc > Article-15 > 1511

§ 1511. Transfer of shares.    No  shareholder  of  a  professional  service  corporation may sell or  transfer his shares in such corporation except to another individual who  is eligible to have shares issued to him by such corporation  or  except  in  trust  to another individual who would be eligible to receive shares  if he were employed by the corporation. Nothing herein  contained  shall  be  construed  to prohibit the transfer of shares by operation of law or  by court decree. No transferee of shares by operation of  law  or  court  decree  may  vote  the  shares  for  any  purpose whatsoever except with  respect to corporate action under section nine hundred nine and  section  one  thousand  one.  The restriction in the preceding sentence shall not  apply, however, where such transferee would be eligible to  have  shares  issued  to  him  if he were an employee of the corporation and, if there  are other shareholders, a majority of such other shareholders shall fail  to redeem the shares so transferred, pursuant to  section  1510,  within  sixty  days  of  receiving  written notice of such transfer. Any sale or  transfer, except by operation of law or court decree  or  except  for  a  corporation having only one shareholder, may be made only after the same  shall   have   been  approved  by  the  board  of  directors,  or  at  a  shareholders'  meeting  specially  called  for  such  purpose  by   such  proportion,  not  less than a majority, of the outstanding shares as may  be provided in the certificate of incorporation or  in  the  by-laws  of  such professional service corporation. At such shareholders' meeting the  shares  held by the shareholder proposing to sell or transfer his shares  may not be voted or counted for any  purpose,  unless  all  shareholders  consent  that  such  shares  be  voted  or  counted.  The certificate of  incorporation or the by-laws of the professional service corporation, or  the professional service corporation and  the  shareholders  by  private  agreement,  may  provide,  in  lieu  of  or in addition to the foregoing  provisions, for the alienation of shares and may require the  redemption  or purchase of such shares by such corporation at prices and in a manner  specifically  set  forth therein.   The existence of the restrictions on  the sale or transfer of shares, as contained in  this  article  and,  if  applicable, in the certificate of incorporation, by-laws, stock purchase  or  stock redemption agreement, shall be noted conspicuously on the face  or back of every certificate for shares issued by a professional service  corporation.  Any sale or transfer in  violation  of  such  restrictions  shall be void.