Massachusetts General Laws
Chapter 156a - Professional Corporations
Section 13 - Liquidation, Dissolution or Merger of Corporation

Section 13. (a) If any of the events described in subsection (a) of section twelve shall occur with respect to the sole shareholder of a professional corporation or if the corporation is disqualified from rendering, or will cease rendering, any further professional services pursuant to this chapter, in lieu of or in addition to the redemption or transfer of the shares of such shareholder under said section twelve, within twelve months thereafter
(1) the corporation shall be liquidated and dissolved;
(2) the corporation shall be merged into or consolidated with a corporation qualified to render the same professional service or services; or
(3) the corporation shall be merged into, consolidated with or changed by articles of amendment into a corporation organized pursuant to chapter 156D in accordance with section 14.
In the event that such action has not been taken within such twelve month period, the corporation shall cease rendering any professional service until all its shares are owned by one or more qualified persons and the corporation is otherwise in compliance with the terms of this chapter.
(b) During the pendency of action under subsection (a), persons may be elected or appointed as the officers or directors of a professional corporation who are not qualified to render professional services on its behalf, and its shares may be voted by the personal representatives of a shareholder who is deceased, disabled or incompetent.

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