The Vermont Statutes Online

Title 11: Corporations, Partnerships and Associations

Chapter 4: PROFESSIONAL CORPORATIONS

Sub-Chapter 3: Shares

11 V.S.A. § 833. Compulsory acquisition of shares after death or disqualification of shareholder



§ 833. Compulsory acquisition of shares after death or disqualification of shareholder

(a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification or transfer, if:

(1) the shareholder dies;

(2) the shareholder becomes a disqualified person, except as provided in subsection (c) of this section;

(3) the shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c) of this section.

(b) If a price for the shares is fixed in accordance with the articles of incorporation or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with section 834 of this title. If the disqualified person or the executor or administrator of the estate of a deceased shareholder rejects the corporation's purchase offer, either the disqualified person, the executor or administrator of the estate of a deceased shareholder, or the corporation may commence a proceeding under section 835 of this title to determine the fair value of the shares.

(c) This section does not require the acquisition of shares in the event of disqualification, if the disqualification lasts no more than five months from the date the disqualification or transfer occurs.

(d) This section and section 834 of this title do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.

(e) A provision for the acquisition of shares contained in a professional corporation's articles of incorporation or bylaws, or in a private agreement, is specifically enforceable. (Added 2001, No. 77 (Adj. Sess.), § 1.)