2017 South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
CHAPTER 19 - PROFESSIONAL CORPORATION SUPPLEMENT
Section 33-19-231. Option to purchase shares of a terminated shareholder.
(a) A professional corporation has a thirty-day option to purchase the shares of any qualified shareholder whose employment with the corporation is voluntarily or involuntarily terminated unless the shares of the terminated shareholders are required to be purchased upon termination pursuant to an agreement among the shareholders of the corporation.
(b) To be exercised, the option must be approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon, excluding votes in respect of the shares owned by the terminated shareholder, and written notice of exercise of the option must be delivered to the terminated shareholder within thirty days after the shareholder's employment is terminated.
(c) If the option is exercised, the terminated shareholder must sell all his shares to the professional corporation and the sale must be treated in the same manner as a compulsory sale made pursuant to Section 33-19-230.
(d) A professional corporation that exercises an option to purchase under this section may allocate some or all of the shares to be purchased to one or more of its shareholders or to other qualified persons if all the shareholders voting in favor of the purchase approve the allocation. If the professional corporation has more than one class or series of shares, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the professional corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.
HISTORY: Derived from 1976 Code Section 33-51-110 [1962 Code Section 56-1611; 1962 (52) 1911; Repealed, 1988 Act No. 444, Section 4(5)], and Section 33-51-120 [1962 Code Section 56-1612; 1962 (52) 1911; Repealed, 1988 Act No. 444, Section 4(5)]; 1988 Act No. 444, Section 2.
