1692

LAWS OF MARYLAND

[Ch. 311

(1)    IF THERE IS NO PROVISION TO ACCOMPLISH
THE ACQUISITION AND IF THE ACQUISITION IS NOT
ACCOMPLISHED WITHIN THE 120-DAY PERIOD, THE CORPORATION
SHALL PURCHASE AND REDEEM ALL OF THE STOCK OF THE
DECEASED OR DISQUALIFIED STOCKHOLDER AT BOOK VALUE.

(2)     BOOK VALUE SHALL BE DETERMINED FROM THE
BOOKS AND RECORDS OF THE CORPORATION AS OF THE END OF THE
MONTH PRECEDING THE DEATH OR DISQUALIFICATION OF THE
STOCKHOLDER, IN ACCORDANCE WITH THE REGULAR METHODS OF
ACCOUNTING USED BY THE CORPORATION TO DETERMINE NET
TAXABLE INCOME FOR FEDERAL INCOME TAX PURPOSES. ANY
SUBSEQUENT ADJUSTMENT OF THIS INCOME WILL NOT ALTER THE
REDEMPTION PRICE.

(C) OTHER PROVISIONS FOR TRANSFER OF STOCK
AUTHORIZED.

THIS SECTION DOES NOT PROHIBIT THE PARTIES
INVOLVED FROM MAKING A CONTRACT OR OTHER ARRANGEMENT OR
PROVISION IN THE CHARTER OR BYLAWS OF THE CORPORATION TO
TRANSFER THE STOCK OF A DECEASED OR DISQUALIFIED
STOCKHOLDER TO THE CORPORATION OR ANOTHER INDIVIDUAL
QUALIFIED TO OWN IT. THESE ARRANGEMENTS OR PROVISIONS
MAY BE MADE BEFORE OR AFTER THE DEATH OR DISQUALIFICATION
OF THE STOCKHOLDER, SUBJECT TO THE REQUIREMENT THAT ALL
STOCK INVOLVED BE TRANSFERRED WITHIN 120 DAYS AFTER THE
DEATH OR DISQUALIFICATION OCCURS.

REVISOR'S NOTE: This section presently appears as
Art. 23, §441(c).

In subsection (b) (2) of this section, the
phrase "whether by the corporation
itself...which has become final shall," which
refers to adjustments of net taxable income,
is deleted as unnecessary.

The only other changes are in style.

5-117. FAILURE OF ALL STOCKHOLDERS TO REMAIN LICENSED.

IF ALL STOCKHOLDERS OF A PROFESSIONAL CORPORATION
FAIL AT ONE TIME TO BE LICENSED IN THE PROFESSIONAL
SERVICE FOR WHICH THE CORPORATION IS ORGANIZED, THE
CORPORATION MAY NO LONGER OPERATE OR BE TREATED AS A
PROFESSIONAL CORPORATION, BUT IS TO OPERATE AND BE
TREATED AS A CORPORATION UNDER THE GENERAL CORPORATION
LAWS OF THIS ARTICLE.

REVISOR'S NOTE: This section presently appears as
Art. 23, §441(b).

The only changes are in style.