48-101-614 - Notice of acquisition of shares Acceptance Termination of interest. - Tennessee Statutes

48-101-614. Notice of acquisition of shares Acceptance Termination of interest.

(a)  If shares must be acquired under § 48-101-613, the professional corporation shall deliver a written notice to the personal representative of the estate of its deceased shareholder, or to the disqualified person, the transferee, the retiree, or the shareholder terminating such shareholder's employment with the corporation, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any.

(b)  The disqualified person has thirty (30) days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under § 48-101-615 to determine the fair value of such person's shares. If such person accepts the offer, the corporation shall make payment for the shares within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of such person's shares to the corporation.

(c)  After the corporation makes payment for the shares, the disqualified person has no further interest in them.

[Acts 1992, ch. 698, § 1; T.C.A., § 48-3-614.]