RSA 294-A:9 · Death or Disqualification of a Shareholder

294-A:9 Death or Disqualification of a Shareholder. –

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I.

Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the disqualified person may be transferred to a qualified person. If not so transferred, the shares shall be purchased or redeemed by the corporation to the extent of funds which may be legally made available for the purchase.

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II.

If the price for such shares is not fixed by the articles of incorporation, bylaws of the corporation or by private agreement, the corporation, within 6 months after the death or 30 days after the disqualification or transfer, shall make a written offer to pay for the shares at a specified price deemed by the corporation to be the fair value of the shares as of the date of the death, disqualification or transfer. The offer shall be given to the executor or administrator of the estate of a deceased shareholder or to the disqualified shareholder or transferee and shall be accompanied by:

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(a)

A balance sheet of the corporation, as of the latest available date and not more than 12 months prior to the making of the offer; and

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(b)

A profit and loss statement of the corporation for the 12 month period ending on the date of the balance sheet.

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III.

This section shall not be deemed to require the purchase of shares of a disqualified person when the period of the disqualification is for less than 5 months from the date of disqualification or transfer. Source. 1981, 236:1, eff. Feb. 1, 1982.

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