Title 14, Chapter 2, Section 915
( 14-2-915)
(a) A person entitled and desiring to exercise the compulsory purchase right described in Code Section 14-2-914 must deliver a written notice to the corporation, within 120 days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares. (b) Within 20 days after the effective date of the notice, the
corporation shall call a special shareholders' meeting, to be held
not more than 40 days after the call, to decide whether the
corporation should offer to purchase the shares. A purchase offer
must be approved by the affirmative vote of the holders of a
majority of votes entitled to be cast at the meeting, excluding
votes in respect of the shares covered by the notice. (c) The corporation must deliver a purchase offer to the person
requesting it within 75 days after the effective date of the request
notice. A purchase offer must be accompanied by the corporation's
balance sheet as of the end of a fiscal year ending not more than 16
months before the effective date of the request 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 person must accept the purchase offer in
writing within 15 days after receiving it or the offer is rejected. (d) A corporation agreeing to purchase shares under this Code
section may allocate some or all of the shares pro rata to those of
its shareholders who desire to purchase the shares unless all of the
shareholders who desire to purchase approve a different allocation
to the shareholders or to other persons. If the corporation has
more than one class or series of shares, however, the remaining
holders of the class or series of shares being purchased are
entitled to a first option to purchase the shares not purchased by
the corporation in proportion to their shareholdings or in some
other proportion agreed to by all the shareholders participating in
the purchase. (e) If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the seller is entitled to commence a proceeding for dissolution under Code Section 14-2-916. |