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.

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Terms Used In Arizona Laws 10-2225

  • Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
  • Court: means the superior court of this state. See Arizona Laws 10-140
  • 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
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
  • Principal office: means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. 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 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.