351.770. Share transfer after first refusal by corporation.
Share transfer after first refusal by corporation.
351.770. 1. A person desiring to transfer shares of astatutory close corporation subject to the transfer prohibitionof section 351.765 shall first offer them to the corporationafter obtaining an offer to purchase the shares for cash from athird person who is eligible to purchase the shares undersubsection 2 of this section. The offer by the third person mustbe in writing and state the offeror's name and address, thenumber and class, or series, of shares offered, the offeringprice per share, and the other terms of the offer.
2. A third person is eligible to purchase the shares if:
(1) He is eligible to become a qualified shareholder underany federal or state tax statute the corporation has adopted andhe agrees in writing not to terminate his qualification withoutthe approval of the remaining shareholders; and
(2) His purchase of the shares will not impose a personalholding company tax or similar federal or state penalty tax onthe corporation.
3. The person desiring to transfer shares shall deliver theoffer to the corporation, and by doing so offers to sell theshares to the corporation on the terms of the offer. Withintwenty days after the corporation receives the offer, thecorporation shall call a special shareholders' meeting, to beheld not more than forty days after the call, to decide whetherthe corporation should purchase all, but not less than all, ofthe offered shares. The offer must be approved by theaffirmative vote of the holders of a majority of votes entitledto be cast at the meeting, excluding votes in respect of theshares covered by the offer.
4. The corporation shall deliver to the offering shareholderwritten notice of acceptance within seventy-five days afterreceiving the offer or the offer is rejected. If the corporationmakes a counteroffer, the shareholder shall deliver to thecorporation written notice of acceptance within fifteen daysafter receiving the counteroffer or the counteroffer is rejected.If the corporation accepts the original offer or the shareholderaccepts the corporation's counteroffer, the shareholder shalldeliver to the corporation duly endorsed certificates for theshares, or instruct the corporation in writing to transfer theshares if uncertificated, within twenty days after the effectivedate of the notice of acceptance. The corporation mayspecifically enforce the shareholder's delivery or instructionobligation under this subsection.
5. A corporation accepting an offer to purchase shares underthis section may allocate some or all of the shares to one ormore of its shareholders or to other persons if all theshareholders voting in favor of the purchase approve theallocation. If the corporation has more than one class or seriesof shares, however, the remaining holders of the class or seriesof shares being purchased are entitled to a first option topurchase the shares not purchased by the corporation inproportion to their shareholdings or in some other proportionagreed to by all the shareholders participating in the purchase.
6. If an offer to purchase shares under this section isrejected, the offering shareholder, for a period of one hundredtwenty days after the corporation received his offer, is entitledto transfer to the third person offeror all, but not less thanall, of the offered shares in accordance with the terms of hisoffer to the corporation.
(L. 1990 H.B. 1432)