N.Y. Limited Liability Company Law 1216 – Mergers and consolidations
§ 1216. Mergers and consolidations. Notwithstanding any inconsistent provision of this article, a professional service limited liability company, pursuant to the provisions of article ten of this chapter, may be merged or consolidated with another limited liability company formed pursuant to the provisions of this chapter, a foreign professional service limited liability company authorized to do business under article thirteen of this chapter or other business entity formed or recognized under the laws of this state or any other state, provided that the limited liability company or other business entity that survives or that is formed pursuant thereto is a professional service limited liability company, a foreign professional service limited liability company authorized to do business under article thirteen of this chapter or other business entity practicing the same profession or professions in this state or the state of its formation. The restrictions on the issuance, transfer or sale of membership interests of a professional service limited liability company other than the requirements of the first two sentences of subdivision (c) of section twelve hundred eleven of this chapter, shall be suspended for a period not exceeding thirty days with respect to any issuance, transfer or sale of membership interests made pursuant to such merger or consolidation, provided that (a) no person or business entity who would not be eligible to be a member in the absence of this section shall vote or receive any distribution from such limited liability company; (b) after such merger or consolidation, any professional service limited liability company that survives or that is created thereby shall be subject to all the provisions of this article; and (c) membership interests thereafter may be held only by persons or business entities who are eligible to be a member of such professional service limited liability company. Nothing herein contained shall be construed as permitting the practice of a profession in this state by a limited liability company that is not formed pursuant to the provisions of this article or authorized to do business in the state pursuant to the provisions of article thirteen of this chapter.
Terms Used In N.Y. Limited Liability Company Law 1216
- 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
- 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 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 limited liability company: means a limited liability company organized under this article. See N.Y. Limited Liability Company Law 1201