Section 1216. Mergers and consolidations


Latest version.
  • 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.