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 Oklahoma Statutes (Last Updated: September 18, 2014)
 Title 18. CORPORATIONS

  § 18-815. Death or disqualification of shareholders - Sole shareholder - Withdrawal.  

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  • A.  1.  If the professional entity is a corporation, the certificate of incorporation, bylaws or other agreement may provide for the purchase or redemption of the shares of any shareholder upon the death, incapacity, disqualification or ending of employment of such shareholder.  In the absence of a provision in the certificate of incorporation, or the bylaws, or other agreement, the professional corporation shall purchase the shares of a deceased shareholder, a shareholder who is incapacitated or who is no longer qualified to own shares in such corporation or a shareholder whose employment has ended, within ninety (90) days after such shareholder's death, incapacity or disqualification or ending of employment, as the case may be.

    2.  The price for such shares shall be the book value as of the end of the month immediately preceding such shareholder's death, incapacity, disqualification or ending of employment of the shareholder.  Book value shall be determined from the books and records of the professional corporation in accordance with the regular method of accounting used by the corporation.  If the corporation shall fail to purchase the shares by the end of the ninety day period, then the executor or administrator or other personal representative of the deceased, incapacitated or disqualified shareholder may bring an action in the district court of the county in which the principal office or place of practice of the professional corporation is located for the enforcement of this provision.  If the plaintiff is successful in such action, he shall be entitled to recover the book value of the shares involved, a reasonable attorney's fee and costs.  The professional corporation shall repurchase such shares without regard to restrictions upon the repurchase of shares provided for in the Oklahoma General Corporation Act.

    3.  If there is only one shareholder of a professional corporation, and the shareholder dies or becomes incapacitated, the executor or administrator or other personal representative of the shareholder shall have the authority to sell the shares of capital stock owned by the shareholder to a qualified purchaser, or to cause a dissolution of the professional corporation as provided by law.  The vesting of ownership of shares of stock in a professional corporation in the executor or administrator or other personal representative shall be solely for the purposes set forth above and shall not be deemed to contravene any other provisions of this act.

    B.  If the professional entity is a limited partnership or a limited liability company, an owner's disqualification shall be deemed a withdrawal, and the professional entity shall respond to the disqualification as it would any other withdrawal.

Added by Laws 1961, p. 206, § 15, emerg. eff. July 26, 1961.  Amended by Laws 1974, c. 52, § 1; Laws 1986, c. 292, § 151, eff. Nov. 1, 1986; Laws 1993, c. 345, § 4, eff. Sept. 1, 1993; Laws 1995, c. 339, § 12, eff. Nov. 1, 1995.