NY Bus Corp L § 1511 (2021)
2021 New York Laws BSC - Business Corporation Article 15 - Professional Service Corporations 1511 - Transfer of Shares.

§ 1511. Transfer of shares.  (a)  No  shareholder of a professional service corporation or a design professional service corporation may sell or transfer his shares in such corporation except to another individual who is eligible to have  shares issued  to  him  by  such  corporation  or  except  in  trust to another individual who would be eligible to receive shares if he  were  employed by  the  corporation.  Nothing  herein  contained  shall be construed to prohibit the transfer of shares by operation of law or by court  decree. No transferee of shares by operation of law or court decree may vote the shares  for  any  purpose  whatsoever  except  with respect to corporate action under sections 909 and 1001 of this chapter. The  restriction  in the  preceding  sentence shall not apply, however, where such transferee would be eligible to have shares issued to him if he were an employee of the corporation and, if there are other shareholders, a majority of such other shareholders shall fail  to  redeem  the  shares  so  transferred, pursuant to section 1510 of this article, within sixty days of receiving written  notice  of  such  transfer.  Any  sale  or  transfer, except by operation of law or court decree or except for a corporation having only one shareholder, may be  made  only  after  the  same  shall  have  been approved  by  the  board  of  directors,  or  at a shareholders' meeting specially called for such purpose by such proportion, not  less  than  a majority,   of  the  outstanding  shares  as  may  be  provided  in  the certificate of incorporation or in  the  by-laws  of  such  professional service  corporation.  At  such shareholders' meeting the shares held by the shareholder proposing to sell or transfer  his  shares  may  not  be voted  or  counted for any purpose, unless all shareholders consent that such shares be voted or counted. The certificate of incorporation or the by-laws of the professional service  corporation,  or  the  professional service  corporation  and  the  shareholders  by  private agreement, may provide, in lieu of or in addition to the foregoing provisions, for  the alienation  of shares and may require the redemption or purchase of such shares by such corporation at prices and in a  manner  specifically  set forth therein. The existence of the restrictions on the sale or transfer of  shares,  as  contained  in  this  article and, if applicable, in the certificate  of  incorporation,  by-laws,  stock   purchase   or   stock redemption  agreement,  shall be noted conspicuously on the face or back of every  certificate  for  shares  issued  by  a  professional  service corporation.  Any  sale  or  transfer  in violation of such restrictions shall be void.  (b) A design professional service corporation shall purchase or redeem the shares of a non-design professional shareholder in the case  of  his or   her  termination  of  employment  within  thirty  days  after  such termination. A design professional  service  corporation  shall  not  be required  to  purchase  or  redeem the shares of a terminated non-design professional shareholder if such shares, within thirty days  after  such termination,  are  sold  or  transferred  to  another  employee  of  the corporation pursuant to this article.