Shares of stock of a professional corporation shall be issued and transferred only to persons who are duly licensed or legally authorized to render the professional service for which the corporation is organized, but such shares may be transferred:

A. by operation of law to persons or legal entities not so licensed or authorized, subject to the requirements of the Professional Corporation Act;

B. to a revocable trust the grantor of which is such a duly licensed or authorized person, provided that the trust contains provisions that require the trustee, upon the grantor's death or disqualification to render the professional service for which the grantor was licensed or authorized, to dispose of the shares as otherwise provided in the Professional Corporation Act; and

C. to a tax-qualified employee benefit plan established for the exclusive benefit of the professional corporation's employees, provided that the plan's trustee is required to dispose of the trust's shares as provided in the Professional Corporation Act before transfer or distribution of the shares to beneficiaries of or participants in the plan who are not duly licensed or authorized to render the professional service for which the corporation is organized.

History: 1953 Comp., § 51-22-9, enacted by Laws 1969, ch. 245, § 4; 1983, ch. 304, § 7.

The 1983 amendment, effective June 17, 1983, designated Subsection A and added Subsections B and C.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations § 21; 18A Am. Jur. 2d §§ 381, 382, 681, 709, 733, 735.

Issues pertaining to ownership of professional corporation as affected by resignation from corporate practice by active shareholder, 32 A.L.R.4th 921.

18 C.J.S. Corporations §§ 129 to 143.