(a) A professional corporation may provide for the disposal of the shares of a deceased shareholder in its articles of incorporation or bylaws, or its shareholders may provide for their disposal by private agreement. If there is no provision or private agreement, the shares shall first be offered for sale to the remaining shareholders by the personal representative of the deceased shareholder's estate at a price not to exceed their book value, and, if not sold, then offered and sold to any licensed person of the same profession as the corporation without obtaining the approval of the remaining shareholders. If the shares are not disposed of within six months from the date of the death of the shareholder, the corporation shall call a special meeting of its shareholders and shall decide by a majority vote of the remaining shareholders whether or not the corporation purchases, redeems, or retires the shares at book value or lesser price if agreed, or files for a dissolution of the corporation. At the special meeting the shares of the deceased shareholder may not be voted on or counted for any purpose, unless the deceased shareholder was the sole shareholder.
(b) If there is only one shareholder and the shares held by the deceased shareholder are not disposed of within six months after death, the legal representative, legatees, or distributees of the deceased shareholder shall either
(1) liquidate the professional corporation; or
(2) amend its articles of incorporation so that the professional corporation may continue in existence as a business corporation under AS 10.06.
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