RSA 294-A:8 · Issuance and Transfer of Shares; Share Certificates

294-A:8 Issuance and Transfer of Shares; Share Certificates. –

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I.

A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:

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(a)

Natural persons who are authorized by law in this state, any other state or territory of the United States or the District of Columbia to render a professional service permitted by the articles of incorporation of the corporation;

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(b)

General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation; and

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(c)

Professional corporations, domestic or foreign, authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation.

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II.

Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of the profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares. No such rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person or of suspending the terms of any stock purchase, stock option or other agreement then in force providing for the purchase of shares by any person. All shares issued in violation of this section or in violation of any rule adopted under this section shall be void.

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III.

A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or option to purchase shares of the corporation only to natural persons, general partnerships and professional corporations qualified under this chapter to hold shares issued directly to them by the professional corporation. Any transfer of shares in violation of this section shall be void; however, nothing contained in this section shall prohibit the transfer of shares of a professional corporation by operation of law or court decree.

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IV.

Every certificate representing shares of a professional corporation shall state conspicuously upon its face that the shares represented by the certificate are subject to:

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(a)

Restrictions on transfer imposed by this chapter; and

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(b)

Any further restrictions on transfer as may be imposed by the licensing authority pursuant to this chapter. Source. 1981, 236:1, eff. Feb. 1, 1982.

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