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.