Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 2907. Proceedings to terminate breach of qualifying conditions

(a) General rule.--If the corporation does not otherwise have the right to acquire all the shares of a shareholder who becomes a disqualified person or of a deceased shareholder, the corporation shall nevertheless have an option to acquire the shares, subject to the provisions of subsection (c), at a price that is agreed upon by the parties or, if no agreement is reached, at their fair value as determined under Subchapter D of Chapter 15 (relating to dissenters rights). 1

(b) Dissolution of corporation.--If the corporation or a licensed person fails to acquire, or if the corporation fails to commence proceedings under subsection (a) to acquire, all of the shares of a shareholder who becomes a disqualified person or of a deceased shareholder within 90 days following the date of disqualification or within 13 months following the date of death of the shareholder, as the case may be, then that failure shall constitute a ground for the forfeiture of the charter of the corporation and its dissolution.  When the failure of a professional corporation to comply with this section is brought to the attention of the court, department, board, commission or other government unit regulating the profession in which the corporation is engaged, the government unit shall certify that fact to the Attorney General for institution of proceedings under section 503 (relating to actions to revoke corporate franchises) to dissolve the corporation.

(c) Nominal consideration transactions.--If section 1551 (relating to distributions to shareholders) would otherwise prohibit an acquisition of shares under this section, a professional corporation shall have the right to purchase its own shares for a nominal consideration.

1 15 Pa.C.S.A. § 1571 et seq.

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