§ 1210. Death, disqualification or dissolution of members. (a) A professional service limited liability company shall purchase or redeem the membership interest of a member in case of such member's death or disqualification pursuant to the provisions of section twelve hundred nine of this article or in the case of a member that is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, dissolution or disqualification of such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership (in the case of registered limited liability partnership, foreign limited liability partnership and professional partnership, other than a dissolution followed by a reconstitution where at least a majority of the total interests in the current profits of a successor partnership are held by partners of the predecessor partnership that was a registered limited liability partnership, foreign limited liability partnership or professional partnership who were partners of such predecessor partnership immediately prior to the dissolution of such predecessor partnership) or the death, dissolution or disqualification of all of its shareholders, members or partners, within six months after the appointment of the executor or administrator or other legal representative of the estate of such deceased member, or within six months after such disqualification or dissolution, at the book value of such membership interest as of the end of the month immediately preceding the death, disqualification or dissolution of the member as determined from the records of such limited liability company in accordance with its regular method of accounting. The operating agreement of such limited liability company may modify this section by providing for a shorter period of purchase or redemption, or an alternate method of determining the price to be paid for the membership interest, or both. If such limited liability company shall fail to purchase or redeem such membership interest within the required period, a successful plaintiff in an action to recover the purchase price of such membership interest shall also be awarded reasonable attorneys' fees and costs. Nothing herein contained shall prevent such limited liability company from paying pension benefits or other deferred compensation to or on behalf of a former or deceased member, manager or employee thereof, or where such member, manager or employee is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, on behalf of a former or deceased shareholder, officer, director, member, manager, partner, or employee of such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, as otherwise permitted by law. The provisions of this section shall not be deemed to require the purchase of the membership interest of a disqualified member where the period of disqualification is for less than six months and the member again becomes eligible to practice his or her profession within six months from the date of disqualification (or, in the case of a disqualified member that is a professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership, where the period of disqualification of such professional service corporation, foreign professional corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership or all shareholders, members or partners of such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership is for less than six months and such professional service corporation, foreign professional service corporation, professional service limited liability company, foreign professional service limited liability company, registered limited liability partnership, foreign limited liability partnership or professional partnership or each such shareholder, member or partner becomes eligible to practice his or her profession within six months from the date of disqualification).

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Terms Used In N.Y. Limited Liability Company Law 1210

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Executor: A male person named in a will to carry out the decedent
  • Foreign professional service corporation: has the meaning given to it in subdivision (d) of § 1525 of the business corporation law. See N.Y. Limited Liability Company Law 1201
  • Foreign professional service limited liability company: has the meaning given to it in subdivision (a) of section thirteen hundred one of this chapter. See N.Y. Limited Liability Company Law 1201
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Profession: includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those professions designated in title eight of the education law. See N.Y. Limited Liability Company Law 1201
  • Professional: means an individual duly authorized to practice a profession, a professional service corporation, a professional service limited liability company, a foreign professional service limited liability company, a registered limited liability partnership, a foreign limited liability partnership, a foreign professional service corporation or a professional partnership. See N.Y. Limited Liability Company Law 1201
  • Professional partnership: means (1) a partnership without limited partners each of whose partners is a professional authorized by law to render a professional service within this state, (2) a partnership without limited partners each of whose partners is a professional, at least one of whom is authorized by law to render a professional service within this state or (3) a partnership without limited partners authorized by, or holding a license, certificate, registration or permit issued by the licensing authority pursuant to the education law to render a professional service within this state. See N.Y. Limited Liability Company Law 1201
  • Professional service: means any type of service to the public that may be lawfully rendered by a member of a profession within the purview of his or her profession. See N.Y. Limited Liability Company Law 1201
  • Professional service corporation: means (i) a corporation organized under Article 15 of the business corporation law and (ii) any other corporation organized under the business corporation law or under any other predecessor statute, which is authorized by, or holds a license, certificate, registration or permit issued by, the licensing authority pursuant to the education law to render professional services within this state. See N.Y. Limited Liability Company Law 1201
  • Professional service limited liability company: means a limited liability company organized under this article. See N.Y. Limited Liability Company Law 1201

(b) Notwithstanding the provisions of subdivision (a) of this section, the professional service limited liability company shall not be required to purchase or redeem the membership interest of a deceased or disqualified or dissolved member if such membership interest, within the time limit prescribed by subdivision (a) of this section, is sold or transferred to another professional pursuant to the provisions of section twelve hundred eleven of this article.