New Jersey § 14a:17-13

§ 14a:17-13.

(a) A professional corporation shall have perpetual existence until dissolved in accordance

with the provisions of the Business Corporation Act of New Jersey. 1 (b) Whenever all shareholders of a professional corporation shall cease at any one

time and for any reason to be duly licensed or otherwise legally authorized to render

the same professional service for which such corporation was organized, or if such

corporation shall for any reason fail to comply or require compliance with the provisions

of this section or of section 11 2 of this act, said corporation shall thereupon be treated as converted into and shall

operate thereafter solely as a business corporation under applicable provisions of

the Business Corporation Act of New Jersey, exclusive of this act. (c) Within 375 days following the date of death of a shareholder, or within 90 days

following his disqualification to own shares in the corporation, all of the shares

of such shareholder shall be transferred to, and acquired by, the corporation or persons

qualified to own such shares. If such transfer and acquisition is not otherwise effected within said period, the

corporation shall forthwith purchase and redeem all of his shares at the book value

thereof, determined as of the end of the month immediately preceding death or disqualification. For this purpose, the book value shall be determined by an independent certified

public accountant employed by the professional corporation from the books and records

of the corporation in accordance with the regular methods of accounting used by it. Such determination shall be conclusive on the professional corporation and its shareholders. Nothing contained in this section shall prevent the parties involved from making

any other arrangement or provision in the certificate of incorporation or by-laws,

or by agreement, to transfer the shares of a deceased or disqualified shareholder

to the corporation or to persons qualified to own the same, whether made before or

after the death or disqualification of the shareholder, provided that within the period

herein specified, all the stock involved shall have been so transferred. 1

N.J.S.A. § 14A:1-1 et seq. 2

N.J.S.A. § 14A:17-11.