N.Y. Business Corporation Law § 1509: Disqualification of shareholders, directors, officers and employees

§ 1509. Disqualification of shareholders, directors, officers and

employees.

If any shareholder, director, officer or employee of a professional

service corporation, including a design professional service

corporation, who has been rendering professional service to the public

becomes legally disqualified to practice his or her profession within

this state, he or she shall sever all employment with, and financial

interests (other than interests as a creditor) in, such corporation

forthwith or as otherwise provided in section 1510 of this article. All

provisions of law regulating the rendering of professional services by a

person elected or appointed to a public office shall be applicable to a

shareholder, director, officer and employee of such corporation in the

same manner and to the same extent as if fully set forth herein. Such

legal disqualification to practice his or her profession within this

state shall be deemed to constitute an irrevocable offer by the

disqualified shareholder to sell his or her shares to the corporation,

pursuant to the provisions of section 1510 of this article or of the

certificate of incorporation, by-laws or agreement among the corporation

and all shareholders, whichever is applicable. Compliance with the terms

of such offer shall be specifically enforceable in the courts of this

state. A professional service corporation's failure to enforce

compliance with this provision shall constitute a ground for forfeiture

of its certificate of incorporation and its dissolution.