North Dakota Century Code Title 10. Corporations § 10-31-11. Disposition of shares, membership interests, or partnership interests on death or disqualification

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1. With respect to a professional organization in the form of a corporation:

a. The articles of incorporation may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of the shareholder, or the same may be provided for in the bylaws or by private agreement.  In the absence of a provision for the same in the articles of incorporation or the bylaws or by private agreement, the corporation has an option to purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in such corporation within six months after the death or disqualification of the shareholder.

b. The option price for the shares must be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder unless otherwise specified in the articles of incorporation, bylaws, or by private agreement.  Book value must be determined from the books and records of the professional corporation in accordance with the regular method of accounting used by the corporation.

c. If the corporation fails to exercise the option, the shares of the deceased or disqualified shareholder may be sold to any individual licensed or otherwise legally authorized to render the same professional service as that for which the corporation was incorporated.

d. A disqualified shareholder, or the estate of a deceased shareholder, may continue to hold shares of the corporation during said option period and for a reasonable period thereafter, pending transfer to another licensed or otherwise legally authorized individual, but may not participate in any decisions concerning the performance of professional service.

2. With respect to a professional organization in the form of a limited liability company:

a. The articles of organization may provide for the purchase or redemption of the membership interest of any member upon the death or disqualification of the member, or the same may be provided for in the bylaws, in the member-control agreement, or by private agreement.  In the absence of a provision for the same in the articles of organization, in the bylaws, in the member-control agreement, or by private agreement, the limited liability company has an option to purchase the membership interest of a deceased member or a member no longer qualified to own a membership interest in the limited liability company within six months after the death or disqualification of the member.

b. The option price for such membership interest must be the book value as of the end of the month immediately preceding the death or disqualification of the member unless otherwise specified in the articles of organization, in the bylaws, in the member-control agreement, or by private agreement.  Book value must be determined from the books and records of the limited liability company in accordance with the regular method of accounting used by the limited liability company.

c. If the limited liability company fails to exercise the option, the membership interest of the deceased or disqualified member may be sold to any individual licensed or otherwise legally authorized to render the same professional service as that for which the limited liability company was organized.

d. A disqualified member, or the estate of a deceased member, may continue to hold a membership interest in the limited liability company during the option period and for a reasonable period thereafter, pending transfer to another licensed or otherwise legally authorized individual, but may not participate in any decisions concerning the performance of professional service.

3. With respect to a professional organization in the form of a limited liability partnership:

a. The partnership agreement may provide for the purchase or redemption of the partnership interest of any partner upon the death or disqualification of the partner, or the same may be provided for by private agreement.  In the absence of a provision for the same in the partnership agreement or by private agreement, the limited liability partnership has an option to purchase the partnership interest of a deceased partner or a partner no longer qualified to own a partnership interest in the limited liability partnership within six months after the death or disqualification of the partner.

b. The option price for the partnership interest must be the book value as of the end of the month immediately preceding the death or disqualification of the partner unless otherwise specified in the partnership agreement or by private agreement.  Book value must be determined from the books and records of the limited liability partnership in accordance with the regular method of accounting used by the limited liability partnership.

c. If the limited liability partnership fails to exercise the option, the partnership interest of the deceased or disqualified partner may be sold to any individual licensed or otherwise legally authorized to render the same professional service as that for which the limited liability partnership was registered.

d. The disqualified partner, or the estate of a deceased partner, may continue to hold a partnership interest in the limited liability partnership during the option period and for a reasonable period thereafter, pending transfer to another licensed or otherwise legally authorized individual, but may not participate in any decisions concerning the performance of professional service.

Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-31-11. Disposition of shares, membership interests, or partnership interests on death or disqualification - last updated January 01, 2020 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-31-11/


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