N.Y. Bus. Corp. Law § 1511

§ 1511. Transfer of shares.\n (a) No shareholder of a professional service corporation, including a\ndesign professional service corporation, may sell or transfer his or her\nshares in such corporation except to another individual who is eligible\nto have shares issued to him or her by such corporation or except in\ntrust to another individual who would be eligible to receive shares if\nhe or she were employed by the corporation. Nothing herein contained\nshall be construed to prohibit the transfer of shares by operation of\nlaw or by court decree. No transferee of shares by operation of law or\ncourt decree may vote the shares for any purpose whatsoever except with\nrespect to corporate action under sections 909 and 1001 of this chapter.\nThe restriction in the preceding sentence shall not apply, however,\nwhere such transferee would be eligible to have shares issued to him or\nher if he or she were an employee of the corporation and, if there are\nother shareholders, a majority of such other shareholders shall fail to\nredeem the shares so transferred, pursuant to section 1510 of this\narticle, within sixty days of receiving written notice of such transfer.\nAny sale or transfer, except by operation of law or court decree or\nexcept for a corporation having only one shareholder, may be made only\nafter the same shall have been approved by the board of directors, or at\na shareholders' meeting specially called for such purpose by such\nproportion, not less than a majority, of the outstanding shares as may\nbe provided in the certificate of incorporation or in the by-laws of\nsuch professional service corporation. At such shareholders' meeting the\nshares held by the shareholder proposing to sell or transfer his or her\nshares may not be voted or counted for any purpose, unless all\nshareholders consent that such shares be voted or counted. The\ncertificate of incorporation or the by-laws of the professional service\ncorporation, or the professional service corporation and the\nshareholders by private agreement, may provide, in lieu of or in\naddition to the foregoing provisions, for the alienation of shares and\nmay require the redemption or purchase of such shares by such\ncorporation at prices and in a manner specifically set forth therein.\nThe existence of the restrictions on the sale or transfer of shares, as\ncontained in this article and, if applicable, in the certificate of\nincorporation, by-laws, stock purchase or stock redemption agreement,\nshall be noted conspicuously on the face or back of every certificate\nfor shares issued by a professional service corporation. Any sale or\ntransfer in violation of such restrictions shall be void.\n (b) A design professional service corporation shall purchase or redeem\nthe shares of a non-design professional shareholder in the case of his\nor her termination of employment within thirty days after such\ntermination. A design professional service corporation shall not be\nrequired to purchase or redeem the shares of a terminated non-design\nprofessional shareholder if such shares, within thirty days after such\ntermination, are sold or transferred to another employee of the\ncorporation pursuant to this article.\n (c) A firm established for the business purpose of incorporating as a\nprofessional service corporation pursuant to paragraph (h) of section\nfifteen hundred three of this article, shall purchase or redeem the\nshares of a non-licensed professional shareholder in the case of his or\nher termination of employment within thirty days after such termination.\nA firm established for the business purpose of incorporating as a\nprofessional service corporation pursuant to paragraph (h) of section\nfifteen hundred three of this article, shall not be required to purchase\nor redeem the shares of a terminated non-licensed professional\nshareholder if such shares, within thirty days after such termination,\nare sold or transferred to another employee of the corporation pursuant\nto this article.\n