2012 New York Consolidated Laws
BSC - Business Corporation
Article 15 - (1501 - 1516) PROFESSIONAL SERVICE CORPORATIONS
1511 - Transfer of shares.


NY Bus Corp L § 1511 (2012) What's This?
 
  § 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.
    (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.

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