§ 5-114. Proceedings for acquisition of stock
West's Annotated Code of MarylandCorporations and Associations
MD Code, Corporations and Associations, § 5-114
§ 5-114. Proceedings for acquisition of stock
(a) For purposes of this section the term “disqualified stockholder” shall include the personal representative of the estate of a deceased stockholder or a transferee as described in § 5-113 of this subtitle.
(b)(1) If an acquisition of stock is required under § 5-113 of this subtitle, the professional corporation shall send, by certified mail, postage prepaid, return receipt requested, a written notice to the disqualified stockholder, offering to purchase the stock at a price which the corporation represents to be the fair value of the stock as of the date of death, disqualification, or transfer.
(c) The disqualified stockholder may send, by certified mail, postage prepaid, return receipt requested, a written notice to the corporation demanding that the corporation commence a proceeding to determine the fair value of the stock if:
(d) If the corporation fails to commence a proceeding under subsection (c) of this section to determine the fair value of stock within 60 days of written notice of demand by a disqualified stockholder, the disqualified stockholder may commence a proceeding against the corporation to determine the fair value of the stock.
(e)(1) If the disqualified stockholder accepts the corporation's offer under subsection (b) of this section, the corporation shall make payment when the stockholder surrenders the stockholder's stock.
(4) Paragraph (3) of this subsection does not apply to the personal representative of a deceased stockholder if the offer under subsection (b) of this section was made before the appointment of the personal representative; provided, however, that an offer under this paragraph shall be deemed accepted if the personal representative does not respond to the offer within 30 days after the personal representative is appointed.
(f) The corporation shall cancel on the books of the corporation the stock of a disqualified stockholder and the disqualified stockholder shall have no further interest as a stockholder in the corporation other than the right of payment of the fair value of the stock under § 5-113 of this subtitle if the corporation has not delivered an offer notice under subsection (b) of this section and the disqualified stockholder has not demanded that the corporation commence a proceeding to determine the fair value of the stock within 120 days of:
Credits
Added by Acts 1993, c. 413, § 2.
MD Code, Corporations and Associations, § 5-114, MD CORP & ASSNS § 5-114
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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