N.Y. Limited Liability Company Law § 1211: Transfer of a membership interest

§ 1211. Transfer of a membership interest. (a) No member of a

professional service limited liability company may sell or assign his,

her or its membership interest in such limited liability company except

to another professional eligible to become a member of such limited

liability company or except in trust to another professional who would

be eligible to become a member if such professional were employed by

such limited liability company.

(b) Nothing contained in subdivision (a) of this section shall be

construed to prohibit the assignment of a membership interest by

operation of law or by court decree. An assignee of a membership

interest by operation of law or court decree shall have the rights of an

assignee of a membership interest set forth in section six hundred three

of this chapter. Such assignee shall automatically become a member of

the professional service limited liability company if such assignee

would be eligible to be a member of such limited liability company and,

a majority in interest of the members shall fail to redeem the

membership interest so transferred, pursuant to section twelve hundred

ten of this article, within sixty days of receiving written notice of

such transfer.

(c) Any sale or transfer, except by operation of law or court decree

or except for a professional service limited liability company having

only one member, may be made only after the same shall have been

approved by the vote or written consent of such proportion, not less

than a majority in interest of the members, exclusive of the interest of

the member proposing to sell or transfer such membership interest, as

may be provided in the operating agreement of such professional service

limited liability company. The voting interest held by the member

proposing to sell or transfer his, her or its membership interest may

not be voted or counted for any purpose, unless all the members consent

that such interests be voted or counted. The professional service

limited liability company may provide, in lieu of or in addition to the

foregoing provisions, for the alienation of membership interests and may

require the redemption or purchase of such membership interests by such

limited liability company at prices and in a manner specifically set

forth therein. The existence of the restrictions on the sale or transfer

of a membership interest, as contained in this article and, if

applicable, in the operating agreement, shall be noted conspicuously on

the face or back of every certificate representing a membership interest

issued by a professional service limited liability company. Any sale or

transfer in violation of such restrictions shall be void.