§ 1511. Transfer of shares.

* (a) No shareholder of a professional service corporation or a design
professional service corporation may sell or transfer his shares in such
corporation except to another individual who is eligible to have shares
issued to him by such corporation or except in trust to another
individual who would be eligible to receive shares if he were employed
by the corporation. Nothing herein contained shall be construed to
prohibit the transfer of shares by operation of law or by court decree.
No transferee of shares by operation of law or court decree may vote the
shares for any purpose whatsoever except with respect to corporate
action under sections 909 and 1001 of this chapter. The restriction in
the preceding sentence shall not apply, however, where such transferee
would be eligible to have shares issued to him if he were an employee of
the corporation and, if there are other shareholders, a majority of such
other shareholders shall fail to redeem the shares so transferred,
pursuant to section 1510 of this article, within sixty days of receiving
written notice of such transfer. Any sale or transfer, except by
operation of law or court decree or except for a corporation having only
one shareholder, may be made only after the same shall have been
approved by the board of directors, or at a shareholders' meeting
specially called for such purpose by such proportion, not less than a
majority, of the outstanding shares as may be provided in the
certificate of incorporation or in the by-laws of such professional
service corporation. At such shareholders' meeting the shares held by
the shareholder proposing to sell or transfer his shares may not be
voted or counted for any purpose, unless all shareholders consent that
such shares be voted or counted. The certificate of incorporation or the
by-laws of the professional service corporation, or the professional
service corporation and the shareholders by private agreement, may
provide, in lieu of or in addition to the foregoing provisions, for the
alienation of shares and may require the redemption or purchase of such
shares by such corporation at prices and in a manner specifically set
forth therein. The existence of the restrictions on the sale or transfer
of shares, as contained in this article and, if applicable, in the
certificate of incorporation, by-laws, stock purchase or stock
redemption agreement, shall be noted conspicuously on the face or back
of every certificate for shares issued by a professional service
corporation. Any sale or transfer in violation of such restrictions
shall be void.

* NB Effective until June 8, 2024

* (a) No shareholder of a professional service corporation, including
a design professional service corporation, may sell or transfer his or
her shares in such corporation except to another individual who is
eligible to have shares issued to him or her by such corporation or
except in trust to another individual who would be eligible to receive
shares if he or she were employed by the corporation. Nothing herein
contained shall be construed to prohibit the transfer of shares by
operation of law or by court decree. No transferee of shares by
operation of law or court decree may vote the shares for any purpose
whatsoever except with respect to corporate action under sections 909
and 1001 of this chapter. The restriction in the preceding sentence
shall not apply, however, where such transferee would be eligible to
have shares issued to him or her if he or she were an employee of the
corporation and, if there are other shareholders, a majority of such
other shareholders shall fail to redeem the shares so transferred,
pursuant to section 1510 of this article, within sixty days of receiving
written notice of such transfer. Any sale or transfer, except by
operation of law or court decree or except for a corporation having only
one shareholder, may be made only after the same shall have been
approved by the board of directors, or at a shareholders' meeting
specially called for such purpose by such proportion, not less than a
majority, of the outstanding shares as may be provided in the
certificate of incorporation or in the by-laws of such professional
service corporation. At such shareholders' meeting the shares held by
the shareholder proposing to sell or transfer his or her shares may not
be voted or counted for any purpose, unless all shareholders consent
that such shares be voted or counted. The certificate of incorporation
or the by-laws of the professional service corporation, or the
professional service corporation and the shareholders by private
agreement, may provide, in lieu of or in addition to the foregoing
provisions, for the alienation of shares and may require the redemption
or purchase of such shares by such corporation at prices and in a manner
specifically set forth therein. The existence of the restrictions on
the sale or transfer of shares, as contained in this article and, if
applicable, in the certificate of incorporation, by-laws, stock purchase
or stock redemption agreement, shall be noted conspicuously on the face
or back of every certificate for shares issued by a professional service
corporation. Any sale or transfer in violation of such restrictions
shall be void.

* NB Effective June 8, 2024

(b) A design professional service corporation shall purchase or redeem
the shares of a non-design professional shareholder in the case of his
or her termination of employment within thirty days after such
termination. A design professional service corporation shall not be
required to purchase or redeem the shares of a terminated non-design
professional shareholder if such shares, within thirty days after such
termination, are sold or transferred to another employee of the
corporation pursuant to this article.

* (c) A firm established for the business purpose of incorporating as
a professional service corporation pursuant to paragraph (h) of section
fifteen hundred three of this article, shall purchase or redeem the
shares of a non-licensed professional shareholder in the case of his or
her termination of employment within thirty days after such termination.
A firm established for the business purpose of incorporating as a
professional service corporation pursuant to paragraph (h) of section
fifteen hundred three of this article, shall not be required to purchase
or redeem the shares of a terminated non-licensed professional
shareholder if such shares, within thirty days after such termination,
are sold or transferred to another employee of the corporation pursuant
to this article.

* NB Effective June 8, 2024