§ 1510 — Death or disqualification of shareholders

New York § 1510

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 15: Professional Service Corporations

Text

§ 1510. Death or disqualification of shareholders.\n (a) A professional service corporation, including a design\nprofessional service corporation, shall purchase or redeem the shares of\na shareholder in case of his death or disqualification pursuant to the\nprovisions of section 1509 of this article, within six months after the\nappointment of the executor or administrator or other legal\nrepresentative of the estate of such deceased shareholder, or within six\nmonths after such disqualification, at the book value of such shares as\nof the end of the month immediately preceding the death or\ndisqualification of the shareholder as determined from the books and\nrecords of the corporation in accordance with its regular method of\naccounting. The certificate of incorporation, the by-laws of the\ncorporation or an agreement among the corporation and all shareholders\nmay modify this section by providing for a shorter period of purchase or\nredemption, or an alternate method of determining the price to be paid\nfor the shares, or both. If the corporation shall fail to purchase or\nredeem such shares within the required period, a successful plaintiff in\nan action to recover the purchase price of such shares shall also be\nawarded reasonable attorneys' fees and costs. Limitations on the\npurchase or redemption of shares set forth in section 513 of this\nchapter shall not apply to the purchase or redemption of shares pursuant\nto this section. Nothing herein contained shall prevent a corporation\nfrom paying pension benefits or other deferred compensation to or on\nbehalf of a former or deceased officer, director or employee thereof as\notherwise permitted by law. The provisions of this section shall not be\ndeemed to require the purchase of the shares of a disqualified\nshareholder where the period of disqualification is for less than six\nmonths, and the shareholder again becomes eligible to practice his\nprofession within six months from the date of disqualification.\n (b) Notwithstanding the provisions of paragraph (a) of this section,\nthe corporation shall not be required to purchase or redeem the shares\nof a deceased or disqualified shareholder if such shares, within the\ntime limit prescribed by paragraph (a) of this section, are sold or\ntransferred to another professional pursuant to the provisions of\nsection 1511 of this article.\n