(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
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(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.