2006 New York Code - 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.