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This entry was published on 2014-09-22
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Death or disqualification of shareholders
Business Corporation (BSC) CHAPTER 4, ARTICLE 15
§ 1510. Death or disqualification of shareholders.

(a) A professional service corporation, including a design
professional service corporation, shall purchase or redeem the shares of
a shareholder in case of his death or disqualification pursuant to the
provisions of section 1509 of this article, within six months after the
appointment of the executor or administrator or other legal
representative of the estate of such deceased shareholder, or within six
months after such disqualification, at the book value of such shares as
of the end of the month immediately preceding the death or
disqualification of the shareholder as determined from the books and
records of the corporation in accordance with its regular method of
accounting. The certificate of incorporation, the by-laws of the
corporation or an agreement among the corporation and all shareholders
may modify this section by providing for a shorter period of purchase or
redemption, or an alternate method of determining the price to be paid
for the shares, or both. If the corporation shall fail to purchase or
redeem such shares within the required period, a successful plaintiff in
an action to recover the purchase price of such shares shall also be
awarded reasonable attorneys' fees and costs. Limitations on the
purchase or redemption of shares set forth in section 513 of this
chapter shall not apply to the purchase or redemption of shares pursuant
to this section. Nothing herein contained shall prevent a corporation
from paying pension benefits or other deferred compensation to or on
behalf of a former or deceased officer, director or employee thereof as
otherwise permitted by law. The provisions of this section shall not be
deemed to require the purchase of the shares of a disqualified
shareholder where the period of disqualification is for less than six
months, and the shareholder again becomes eligible to practice his
profession within six months from the date of disqualification.

(b) Notwithstanding the provisions of paragraph (a) of this section,
the corporation shall not be required to purchase or redeem the shares
of a deceased or disqualified shareholder if such shares, within the
time limit prescribed by paragraph (a) of this section, are sold or
transferred to another professional pursuant to the provisions of
section 1511 of this article.