(a) A professional corporation must acquire or cause to be acquired by a qualified person the shares of its shareholder, if and as of the date of death, disqualification, or transfer, if:
(1) the shareholder dies;
(2) the shareholder becomes a disqualified person, except as provided in subsection (c); or
(3) the shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c).
(b) If a price for the shares is fixed in accordance with the articles of incorporation or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with Section 33-19-240. If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under Section 33-19-250 to determine the fair value of the shares.
(c) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five months from the date the disqualification or transfer occurs.
(d) This section and Section 33-19-240 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.
(e) Unless the shareholders otherwise agree, this section does not apply to a shareholder who dies and by will leaves his shares in the corporation to one or more of the remaining shareholders.
HISTORY: Derived from 1976 Code Section 33-51-110 [1962 Code Section 56-1611; 1962 (52) 1911; Repealed, 1988 Act No. 444, Section 4(5)], and Section 33-51-120 [1962 Code Section 56-1612; 1962 (52) 1911; Repealed, 1988 Act No. 444, Section 4(5)]; 1988 Act No. 444, Section 2.