356.111. Shares, who may hold, transferred how.

637 words·~3 min read·/mo/chapter-356/356-111

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

356.111. Shares, who may hold, transferred how. — 1. A professional corporation may issue shares, fractional shares, rights or options to purchase shares, and other securities only to the following:

(1)Natural persons who are authorized by law in this state, or in any other state or territory of the United States or the District of Columbia, to render a professional service permitted by the articles of incorporation of the corporation, and trustees, in trust, of revocable trust agreements, of which the trustee is a natural person who is authorized by the law of this state, or any other state or territory of the United States or the District of Columbia, to render a professional service permitted by the articles of incorporation of the corporation, and provided, that the trustee is also the settlor and beneficiary of the trust during his lifetime and that all trustees of the trust, if there are multiple trustees, are authorized by any such state to render a professional service permitted by the articles of incorporation;

(2)General partnerships in which all of the partners are licensed in one of the states or territories of the United States of America to practice a professional service permitted by the articles of incorporation of the professional corporation and in which at least one partner is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation;

(3)Professional corporations or foreign professional corporations authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation;

(4)Limited liability companies in which all of the members are licensed in one of the states or territories of the United States of America to practice a professional service permitted by the articles of incorporation of the professional corporation and in which at least one member is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation.

2. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of such profession, the licensing authority may by rule further restrict, condition or abridge the authority of a professional corporation to issue shares, but no such rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time such rule becomes effective to become a disqualified person. All shares issued in violation of this section or any rule adopted under this section shall be void.

3. A shareholder of a professional corporation may transfer or pledge shares, fractional shares and rights or options to purchase shares of the corporation only to natural persons, general partnerships, trustees, in trust, of certain revocable trust agreements as described in subdivision

(1)of subsection 1 of this section, and professional corporations or foreign professional corporations qualified under sections 356.011 to 356.261 to hold shares issued directly to them by such professional corporation. Any transfer of shares in violation of this subsection shall be void; except that, nothing contained in this subsection shall prohibit the transfer of shares of a professional corporation by operation of law or court decree.

4. Every certificate representing shares of stock of a professional corporation shall state conspicuously upon its face that the shares represented thereby are subject to restrictions on transfer imposed by sections 356.011 to 356.261 and are subject to such further restrictions on transfer as may be imposed from time to time pursuant to sections 356.011 to 356.261 by any licensing authority governing the practice of a professional service permitted by the articles of incorporation of the corporation.

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(L. 1986 H.B. 1230, A.L. 1991 H.B. 219, A.L. 1993 S.B. 66 & 20)

Effective 12-01-93