10-2225. Court action to appraise shares

323 words·~1 min read·/az/title-10/10-2225

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. If a disqualified shareholder does not accept the professional corporation's offer under section 10-2224, subsection B within the thirty day period or if the professional corporation does not make an offer pursuant to section 10-2224, subsection A within the applicable time period, the shareholder during the following thirty day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty days following the effective date of its offer notice.

If it does not do so within the sixty day period or thirty days after the shareholder demand, whichever is earlier, the shareholder may commence a proceeding against the corporation to determine the fair value of its shares.

B. The corporation or disqualified shareholder shall commence the proceeding in the superior court in the county in which the corporation's principal office is located or, if the corporation's principal office is not located in this state, the county in which the corporation's known place of business is located. The corporation shall make the disqualified shareholder a party to the proceeding as in an action against the disqualified party's shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

C. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.

D. The disqualified shareholder is entitled to judgment for the fair value of the disqualified shareholder's shares determined by the court as of the date of death, dissolution, disqualification or transfer together with interest from that date at a rate found by the court to be fair and equitable.

E. The court may order the judgment to be paid in installments determined by the court.