Page:United States Statutes at Large Volume 85.djvu/609

 85 STAT. ]

PUBLIC LAW 92-180-DEC. 10, 1971

ice, either with respect to liability arising out of such professional service or the confidential relationship, if any, between the individual rendering, and the individual receiving such professional service. An individual shall be personally liable and accountable only for any negligent or wrongful acts or misconduct committed by him, or by any individual under his supervision and control in the rendering of professional service on behalf of a corporation organized under this Act. No individual shall be so personally liable and accountable merely because he is a director, officer, or manager of the professional corporation. (b) The corporation shall be liable up to the full value of its assets for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, directors, agents, or employees in their rendering of professional services on behalf of the corporation. Except as otherwise provided in this section, the liabilities of a professional corporation and its shareholders shall be governed by the District of Columbia Business Corporation Act. •••

579

^„^t^t* j ^ ^ * D. C. Code 29901.

TUANSFEK OF SITAKKS

SEC. 12. (a) Shares in a professional corporation may be transferred only to an individual who is eligible under this Act to be. a shareholder of such corporation, or to such professional corporation, or may devolve by operation of law upon the personal representative or estate of a deceased or legally incompetent shareholder. The articles of incorporation, bylaws, or an agreement among its shareholders may provide that any such transfer shall be subject to the express approval of all, or of any lesser proportion of the remaining shareholders of the corporation, and may provide for the manner in which such consent shall be given. Any transfer made in violation of this section shall be void. (b) A professional corporation may reacquire its own shares through purchase or redemption, and may cancel such shares if at least one share remains issued and outstanding, except when it is insolvent or the purchase or redemption would render it insolvent. (c) The provisions of the District of Columbia Securities Act (D.C. Code, sec. 2-2401, et seq.), and of the Securities Act of 1933, shall not apply to the issuance or transfer of securities of a professional corporation. Every certificate for shares of a professional corporation shall contain on its face the following legend: "The ownership and transfer of these shares and the rights and obligations of shareholders are subject to the limitations of the District of Columbia Professional Corporation Act.-' (d) I n the event that shares of a professional corporation are attached for the individual debts of a shareholder, or are executed upon under any pledge or hypothecation thereof, the sole right of the creditor with respect to such shares shall be to obtain their redemption by such professional corporation within sixty days after serving written demand for redemption upon such corporation. The redemption price for such shares shall be (1) the amount to which the shareholder is entitled upon voluntary redemption of his shares by the provisions of the articles of incorporations, bylaws, or an agreement among its shareholders, or if there are no such provisions, (2) the book value of such shares at the end of the month immediately preceding the date of such demand, determined under generally accepted accounting methods consistent with the method of accounting used by the corporation for Federal income tax purposes, by an independent certified public accountant selected by the corporation, but paid by such creditor, for the purpose. 75-432 O - 72 - 39

. Nonapplicabii^'^'g Stat. eao. 48 Stat. 74. ^^ ^^^ ^^°'

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