Arizona Laws 10-2224. Acquisition procedure
A. If shares must be acquired under section 10-2223 and the price is not fixed as described in section 10-2223, subsection B, paragraph 1, the professional corporation shall deliver within the applicable time period specified in section 10-2227 a written notice to the disqualified shareholder, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, dissolution, disqualification or transfer. The offer notice shall be accompanied by the corporation’s balance sheet for a fiscal year ending not more than sixteen months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders’ equity for that year and the latest available interim financial statements, if any.
Terms Used In Arizona Laws 10-2224
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deliver: includes sending by mail, private courier, fax or electronic transmission. See Arizona Laws 10-140
- disqualified shareholder: means a shareholder described in subsection 10-2223, subsection A, paragraph 1 or 2 or the legal representative of that shareholder. See Arizona Laws 10-2228
- Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
- Person: includes an individual and entity. See Arizona Laws 10-140
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
B. The disqualified shareholder has thirty days after the effective date of the offer notice to accept the corporation’s offer or demand that the corporation commence a proceeding under section 10-2225 to determine the fair value of the disqualified shareholder’s shares. If the disqualified shareholder accepts the offer, the corporation shall make payment for the shares within sixty days after the effective date of the offer notice, unless a later date is agreed on, on the disqualified shareholder’s surrender of the disqualified shareholder’s shares to the corporation.
C. After the corporation makes payment for the shares, the disqualified person has no further interest in them.