1216 - Mergers and consolidations. - New York Statutes

§ 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.