2006 New York Code - 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.