Florida/Georgia Personal Injury & Workers Compensation

...e for which the corporation was incorporated, and that no shareholder in such a corporation may sell or transfer his shares in such corporation except to a person eligible to be a shareholder of such corporation. (See F.S. § 621.09, F.S.A. and F.S. § 621.11, F.S.A.) There is no doubt but that the statute effectively proscribes the issue, sale or transfer of stock in a professional service corporation to others not members of the profession....

...ersons render professional services, but expressly disavows that the right to be a shareholder "is dependent upon the *830 present or future existence of an employment relationship between [the shareholder] and such corporation." Sections 621.09 and 621.11 provide, respectively, that capital stock of professional service corporations be issued only to individuals who are legally authorized or duly licensed to render the same specific services as those for which the corporation was incorporated a...

...lative consideration — hence, the 1967 revision. See Kurzner v. United States, 413 F.2d 97, 107 n. 48 (5th Cir.1969); Buchmann & Bearden, The Professional Service Corporation — A New Business Entity, 16 U.Miami L.Rev. 1 (1961). The shortcomings of Section 621.11, Florida Statutes (1961), were pinpointed as (1) the ambiguity in requiring a majority vote of the outstanding stock if the prospective seller is the sole stockholder or the majority stockholder; and (2) the unresolved doubt in the situation where a sole stockholder proposes to take in a new stockholder and transfer some of his stock to that person. Id. at 9-10. Section 621.11 now reads: " — No shareholder of a corporation organized under this act may sell or transfer his shares in such corporation except to another individual who is eligible to be a shareholder of such corporation." While majority shareholder approval is no longer required by Section 621.11 as a condition precedent to a shareholder's right to alienate his shares, the articles of incorporation, as always, may provide for redemption or purchase of such shares by the corporation....

...specially called for such purpose, by such proportion, not less than a majority, of the outstanding stock as may be provided in the certificate of incorporation or in the by laws. . . . § 11, Ch. 61-64, Laws of Fla. (1961). Compare § 621.11(1), Fla....

be voted or counted for any purpose. * * * ” Section 621.11, Florida Statutes, F.S.A. (Emphasis supplied)