Page:United States Statutes at Large Volume 85.djvu/611

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[85 STAT. 581]
[85 STAT. 581]
PUBLIC LAW 92-000—MMMM. DD, 1971

85 STAT. ]

PUBLIC LAW 92-180-DEC. 10, 1971

deceased or legally incompetent shareholder may continue to own shares of a professional corporation but shall not be permitted to participate in any decisions concerning the rendering of professional services by the corporation. The articles of incorporation, bylaws, or an agreement among the shareholders of a professional corporation may provide, consistent with the provisions of this section, for the disposition of shares of a disqualified, deceased, or legally incompetent shareholder. (b) The articles of incorporation, bylaws, or an agreement among shareholders may provide that, within ninety days (or any earlier date) after the date a shareholder becomes a disqualified shareholder, the disqualified shareholder shall sell and surrender, and the corporation or any individuals qualified to be shareholders shall purchase and receive, his shares of stock of the corporation. In the absence of any such provision, the disqualified shareholder shall sell and surrender, and the corporation shall purchase and receive, his shares of stock of the corporation within thirty days after the date he becomes a disqualified shareholder. Unless otherwise provided by the articles of incorporation, bylaws, or an agreement among the shareholders, payment for the shares of stock purchased pursuant to the provisiojis of this subsection shall be made in full no later than six months after the expiration of the period by which the purchase must be made. (c) The articles of incorporation, bylaws, or an agreement among shareholders may provide that, within one year (or any earlier date) after the date of death of a shareholder, his personal representative, legatees, or heirs shall sell and surrender, and the corj^oration or any individuals qualified to be shareholders shall purchase and receive, the shares of stock of the corporation owned by the deceased shareholder. In the absence of any such provision, the personal representatives, legatees, or heirs shall sell and surrender, and the corporation shall purchase and receive, the shares of stock of the corporation within one hundred and eighty days after the date of death of the shareholder. Ililess otherAvise provided by the articles of incorporation, bylaws, or an agreement among the shareholders, payment for the shares of stock purchased pursuant to the provision of this subsection shall be made in full no later than one year after the date of death of the shareholder. K?:DEMPIIOX PRICK

SKC, 17. I n the event the articles of incorporation, bylaws or an agreement among the shareholders, do not fix the price at which the corporation or its shareholders may purchase the shares of a disqualified, deceased, legally incompetent, retired, or expelled shareholder, or does not provide a method of determining such price, then the price for such shares shall be the book value of such shares on the last day of the month innnediately preceding the disqualification, death, adjudication of incompetence, retirement or expulsion of the shareholder, determined under generally accepted accounting methods, consistent with the method of accounting used by the corporation for Federal income tax pur]ix)ses, by an independent certified public accountant employed by the corporation for the purpose.

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