N.Y. Limited Liability Company Law § 1210: Death, disqualification or dissolution of members

§ 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).

(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.