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Searching 2021-2022 Session

The Vermont Statutes Online

 

Title 11 : Corporations, Partnerships and Associations

Chapter 004 : PROFESSIONAL CORPORATIONS

Subchapter 003 : Shares

(Cite as: 11 V.S.A. § 835)
  • § 835. Court action to appraise shares

    (a) If the disqualified person or the executor or administrator of the estate of a deceased shareholder does not accept the professional corporation's offer under subsection 834(b) of this title within the 30-day period, the disqualified person or the executor or administrator of the estate of a deceased shareholder, during the following 30-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 60 days following the effective date of its offer notice. If it does not do so, the disqualified person or the executor or administrator of the estate of a deceased shareholder may commence a proceeding against the corporation to determine the fair value of his or her shares.

    (b) The corporation, the disqualified person, or the executor or administrator of the estate of a deceased shareholder shall commence the proceeding in the Superior Court of the county where the corporation's principal office or, if none in this State, the corporation's registered office is located. The corporation shall make the disqualified person or the executor or administrator of the estate of a deceased shareholder a party to the proceeding as in an action against the shareholder'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 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 person or the estate of a deceased shareholder is entitled to judgment for the fair value of the shareholder's shares determined by the court as of the date of death, 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 paid in installments determined by the court. (Added 2001, No. 77 (Adj. Sess.), § 1.)