{"data":{"id":"us-tn/tenn.-code-ann.-48-101-613","jurisdiction":"us-tn","citation":"Tenn. Code Ann. § 48-101-613","heading":"When professional corporation must acquire the shares of its stockholder","body":"(a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination of employment, if: (1) The shareholder dies; (2) The shareholder becomes a disqualified person, except as provided in subsection (c); (3) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or (4) The shareholder retires, withdraws from or terminates employment with the professional corporation. (b) If a price for the shares is fixed in accordance with the charter or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with § 48-101-614 . If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under § 48-101-615 to determine the fair value of the shares. (c) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs. (d) This section and § 48-101-614 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law. (e) A provision for the acquisition of shares contained in a professional corporation's charter or bylaws, or in a private agreement, is specifically enforceable. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-613.\n(a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination of employment, if: (1) The shareholder dies; (2) The shareholder becomes a disqualified person, except as provided in subsection (c); (3) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or (4) The shareholder retires, withdraws from or terminates employment with the professional corporation.\n(1) The shareholder dies;\n(2) The shareholder becomes a disqualified person, except as provided in subsection (c);\n(3) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or\n(4) The shareholder retires, withdraws from or terminates employment with the professional corporation.\n(b) If a price for the shares is fixed in accordance with the charter or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with § 48-101-614 . If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under § 48-101-615 to determine the fair value of the shares.\n(c) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs.\n(d) This section and § 48-101-614 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.\n(e) A provision for the acquisition of shares contained in a professional corporation's charter or bylaws, or in a private agreement, is specifically enforceable.","path":["TN Code","Title 48","Chapter 101"],"source_url":"https://oss-data-us.vaquill.ai/v2026.08/us_tn_statutes.parquet","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-17","retrieved_at":"2026-09-17T21:51:56Z","sha256":"7998158c6aaf04aeb3260b02a8757cd52b31bc5b24e9cd16f994f65dc113f1d6","source_id":"us-tn","stale":false,"prev":"us-tn/tenn.-code-ann.-48-101-612","next":"us-tn/tenn.-code-ann.-48-101-614","notices":[{"id":"open-us-law","title":"Open US Law compilation","text":"Compilation CC BY 4.0, Open US Law (Vaquill AI). GroundRules uses only the releases published under CC BY 4.0: from v2026.09 the compilation is licensed CC BY-NC 4.0, and GroundRules does not use those releases. Each affected row names its release in its vintage label. GroundRules parsed and filtered the compilation to retain enacted text.","url":"https://huggingface.co/datasets/vaquill/open-us-law","license_url":"https://creativecommons.org/licenses/by/4.0/"},{"id":"pro-tn","title":"Tennessee Release 76 supplement","text":"Tennessee electronic product files were republished by Public.Resource.Org under a public-domain mark. GroundRules uses enacted text from Release 76 only as a labeled supplement to the newer Open US Law rows.","url":"https://archive.org/details/gov.tn.tca"}]},"notice":"GroundRules: Original legal text. Not legal advice."}