§ 33-19-240 — Acquisition procedures.

(a) If shares must be acquired under Section 33-19-230 or 33-19-231, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, to the disqualified person or transferee or to the terminated shareholder, as the case may be (the selling shareholder), offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, or termination. The offer notice must state that interest is paid on the shares from the valuation date until the date of payment, the rate of interest, and an explanation of why that rate was selected. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, the latest available interim financial statements, if any, and an explanation of how the fair value was calculated. (b) The selling shareholder has thirty days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under Section 33-19-250 to determine the fair value of the shares. Unless a later date is agreed on, if the offer is accepted, the corporation shall make payment for the shares within sixty days from the effective date of the offer notice upon the selling shareholder's surrender of his shares to the corporation. (c) After the corporation makes payment for the shares, the selling shareholder has no further interest in them.

Legislative History

HISTORY: 1988 Act No. 444, SECTION 2.