reglab/housing_qa huggingface dataset:
TN Code § 48-101-611 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-611. Required Statement to Appear on Each Share Certificate

  The following statement must appear conspicuously on each share certificate issued by a professional corporation:  The transfer of shares of a professional corporation is restricted by the Tennessee Professional Corporation Act, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation.    Within a reasonable time after the issuance or transfer of shares of a professional corporation that do not contain such statement, the corporation shall send the shareholders a written notice containing the statement required by subsection (a).
TN Code § 48-101-612 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-612. Transfer or Pledge of Shares

   A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional limited liability companies and professional corporations qualified under § 48-101-610 to be issued shares.   Nothing in this section shall be construed as prohibiting such a shareholder from pledging shares to a financial institution as collateral for a loan.     A transfer of shares made in violation of subsection (a), except one made by operation of law or court judgment, is void.
TN Code § 48-101-613 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-613. When Professional Corporation Must Acquire the Shares of Its Stockholder

  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:  The shareholder dies;   The shareholder becomes a disqualified person, except as provided in subsection (c);   The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or   The shareholder retires, withdraws from or terminates employment with the professional corporation.     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.   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.   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.   A provision for the acquisition of shares contained in a professional corporation's charter or bylaws, or in a private agreement, is specifically enforceable.
TN Code § 48-101-614 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-614. Notice of Acquisition of Shares — Acceptance — Termination of Interest

  If shares must be acquired under § 48-101-613, the professional corporation shall deliver a written notice to the personal representative of the estate of its deceased shareholder, or to the disqualified person, the transferee, the retiree, or the shareholder terminating such shareholder's employment with the corporation, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any.   The disqualified person has thirty (30) days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under § 48-101-615 to determine the fair value of such person's shares. If such person accepts the offer, the corporation shall make payment for the shares within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of such person's shares to the corporation.   After the corporation makes payment for the shares, the disqualified person has no further interest in them.
TN Code § 48-101-615 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-615. Commencement of Proceedings to Determine Fair Value of Shares

  If the disqualified shareholder does not accept the professional corporation's offer under § 48-101-614(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of the shareholder's shares.   The corporation or disqualified shareholder shall commence the proceeding in the chancery or circuit court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The corporation shall make the disqualified shareholder a party to the proceeding court in which the proceeding is commenced is plenary and exclusive.   The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.   The disqualified shareholder is entitled to judgment for the fair value of such shareholder's shares determined by the court as of the date of death, disqualification, transfer, retirement or termination of employment, together with interest from that date at a rate found by the court to be fair and equitable.   The court may order the judgment paid in installments determined by the court.
TN Code § 48-101-616 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-616. Assessment of Proceeding Costs

  The court in an appraisal proceeding commenced under § 48-101-615 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation's offer.   The court may also:  Assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of such shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer; or   Assess the fees and expenses of counsel and experts for the corporation against the disqualified shareholder and in favor of the corporation if the court finds that the fair value of such shareholder's shares did not substantially exceed the amount offered by the corporation.
TN Code § 48-101-617 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-617. Shares of a Disqualified Person

 If the shares of a disqualified person are not acquired under § 48-101-614 or § 48-101-615 within ten (10) months after the death of the shareholder or within five (5) months after the disqualification, transfer, retirement or termination of employment, the professional corporation shall immediately cancel the shares on its books, and the disqualified person has no further interest as a shareholder in the corporation other than such disqualified person's right to payment of the fair value of the shares under § 48-101-614 or § 48-101-615.
TN Code § 48-101-618 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-618. Officers and Directors

 If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (½) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if any) and any assistant treasurer (if any), of any professional corporation shall be qualified persons with respect to the corporation.
TN Code § 48-101-619 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-619. Proxy to Vote Shares

  Only a qualified person may be appointed a proxy to vote shares of a professional corporation.   A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But if a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection (b) continues to be valid for ten (10) months after the date of death or for five (5) months after the disqualification occurred.
TN Code § 48-101-620 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-620. Privileged Communications

 A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
TN Code § 48-101-621 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-621. Liability

  Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for such individual's own negligent or wrongful acts or omissions to the same extent as if that individual rendered the services as a sole practitioner. An employee of a domestic or foreign professional corporation is not liable, however, for the conduct of other employees of the corporation unless that employee is also at fault.   A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees.   Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a shareholder of a corporation incorporated under the Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title.
TN Code § 48-101-622 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-622. Merger

  If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation.   If the surviving corporation is to render professional services in this state, it must comply with this part.
TN Code § 48-101-623 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-623. Where Professional Corporation Ceases to Render Professional Services

 If a professional corporation ceases to render professional services, it must amend or restate its charter to delete references to rendering professional services and to conform its corporate name to the requirements of chapter 14 of this title. After the amendment becomes effective, the corporation may continue in existence as a business corporation under the Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title, and it is no longer subject to this part.
TN Code § 48-101-624 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-624. Dissolution of Professional Corporations

 The attorney general and reporter may commence a proceeding under chapter 24, part 3 of this title to dissolve a professional corporation if:   The secretary of state or a licensing authority with jurisdiction over a professional service described in the corporation's charter serves written notice on the corporation under § 48-15-104, that it has violated or is violating a provision of this part;   The corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice is perfected under § 48-15-104; and   The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty (60) days after perfection of service of the notice.
TN Code § 48-101-625 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-625. Foreign Professional Corporation — Requirements for Obtaining a Certificate of Authority

  Except as provided in subsection (c), a foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.   A foreign professional corporation may not obtain a certificate of authority unless:  Its corporate name satisfies the requirements of § 48-101-609;   It is incorporated for one (1) or more of the purposes described in § 48-101-605; and   All of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter.     A foreign professional corporation is not required to obtain a certificate of authority to transact business in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice.
TN Code § 48-101-626 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-626. Foreign Professional Corporation — Application for Certificate of Authority

 The application of a foreign professional corporation for a certificate of authority to render professional services in this state shall contain the information required in § 48-25-103, state its purpose to render a specified professional service, and include a statement that all of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer, are qualified persons with respect to the corporation.
TN Code § 48-101-627 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-627. Foreign Professional Corporation — Revocation of Certificate of Authority

 The secretary of state may administratively revoke under chapter 25, part 3 of this title the certificate of authority for a foreign professional corporation authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in this corporation's charter certifies to the secretary of state that the corporation has violated or is violating a provision of this part and describes the violation in the certificate.
TN Code § 48-101-628 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-628. Filing of Charter With Licensing Authorities Required

 A domestic or foreign professional corporation authorized to transact business in this state may not render professional services in this state until it delivers a certified copy of its charter for filing to each licensing authority with jurisdiction over a professional service described in the charter if required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation.
TN Code § 48-101-629 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-629. Annual Statement of Qualifications — When Required — Contents

  If required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation, each domestic professional corporation, and each foreign professional corporation authorized to transact business in this state, shall deliver for filing to each licensing authority having jurisdiction over a professional service described in the corporation's charter an annual statement of qualification setting forth:  The names and usual business addresses of its directors and officers; and   Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under it.     The first qualification statement required under this section must be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which a domestic corporation became a professional corporation or a foreign professional corporation was authorized to transact business in this state. Subsequent qualification statements must be delivered to the licensing authority between January 1 and April 1 of the following calendar years.   Any information required by a licensing authority pursuant to this section shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require the professional corporation to include in its charter filed pursuant to § 48-12-101 any information other than that which is specifically prescribed by § 48-12-102 or other statutes.
TN Code § 48-101-630 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-630. Power of Licensing Authority to Promulgate Rules

 Each licensing authority is empowered to promulgate rules expressly authorized by this part if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.
TN Code § 48-101-631 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-631. Jurisdiction of Licensing Authority and Laws Pertaining to Standards of Professional Conduct Not Restricted

 This part does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct.
TN Code § 48-101-632 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-632. Offense — Penalty

  A person commits an offense if such person signs a document such person knows is false in any material respect with intent that the document be delivered to the licensing authority for filing.   An offense under this section is a Class A misdemeanor.   The offense created by this section is in addition to any other offense created by law for the same conduct.
TN Code § 48-101-633 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 101 - Special Purpose Corporations and Associations|Part 6 - Tennessee Professional Corporation Act|§ 48-101-633. Applicability

  This part applies to all professional corporations in existence on July 1, 1993, that were incorporated under any general statute of this state providing for incorporation of corporations for profit.   Section 48-101-609(a)(1) does not apply to the charter of any corporation existing on July 1, 1993, unless and until a charter amendment is filed. The first charter amendment filed after June 30, 1993, by a corporation whose charter does not comply with § 48-101-609(a)(1) shall include provisions complying with such section.   Section 48-101-611(a) does not apply to shares outstanding on July 1, 1993, until such shares are transferred by the shareholder or otherwise reissued by the corporation. Upon such transfer or reissuance, such section shall apply.   This part does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.