2010 New York Code
BSC - Business Corporation
Article 15 - (1501 - 1516) PROFESSIONAL SERVICE CORPORATIONS
1516 - Corporate mergers, consolidations and other reorganizations.

§ 1516. Corporate mergers, consolidations and other reorganizations.
    Notwithstanding   any   inconsistent  provision  of  this  article,  a
  professional service corporation, pursuant to the provisions of  article
  nine  of  this  chapter,  may  be  merged  or  consolidated with another
  corporation formed pursuant to the provisions of this chapter or with  a
  corporation  authorized  and  registered to practice the same profession
  pursuant to the applicable provisions  of  subdivision  six  of  section
  seventy-two  hundred  nine  of  the  education  law  (engineer  or  land
  surveyor) or subdivision four of section seventy-three hundred seven  of
  the  education  law (architect) of article one hundred forty-five of the
  education law, or with  a  foreign  corporation,  or  may  be  otherwise
  reorganized,  provided  that  the corporation which survives or which is
  formed pursuant thereto is  a  professional  service  corporation  or  a
  foreign  professional service corporation practicing the same profession
  or professions in this state or the state of incorporation or, if one of
  the original corporations is authorized  to  practice  pursuant  to  the
  provisions  of  either  subdivision  six  of  section seven thousand two
  hundred nine or subdivision four of section seven thousand three hundred
  seven, a corporation authorized and  registered  to  practice  the  same
  profession  pursuant  to the applicable provisions of subdivision six of
  section seventy-two hundred nine of the education law (engineer or  land
  surveyor)  or subdivision four of section seventy-three hundred seven of
  the education law (architect) of article one hundred forty-five  of  the
  education  law.  The  restrictions  on the issuance, transfer or sale of
  shares of a professional service corporation shall be  suspended  for  a
  period  not exceeding thirty days with respect to any issuance, transfer
  or sale of  shares  made  pursuant  to  such  merger,  consolidation  or
  reorganization, provided that (i) no person who would not be eligible to
  be a shareholder in the absence of this section shall vote the shares of
  or  receive  any  distribution  from  such  corporation; (ii) after such
  merger,  consolidation  or  reorganization,  any  professional   service
  corporation  which survives or which is created thereby shall be subject
  to all of the provisions of this article, and  (iii)  shares  thereafter
  only  may  be held by persons who are eligible to receive shares of such
  professional service corporation or such  other  corporation  authorized
  and   registered  to  practice  the  same  profession  pursuant  to  the
  applicable provisions of subdivision six of section seventy-two  hundred
  nine  of  the  education  law (engineer or land surveyor) or subdivision
  four of  section  seventy-three  hundred  seven  of  the  education  law
  (architect)  of  article  one  hundred  forty-five of the education law,
  which  survives.  Nothing  herein  contained  shall  be   construed   as
  permitting  the  practice of a profession in this state by a corporation
  which is not incorporated pursuant to the provisions of this article  or
  authorized  to  do  business in this state pursuant to the provisions of
  article fifteen-A of  this  chapter  or  authorized  and  registered  to
  practice  a  profession pursuant to the applicable provisions of article
  one hundred forty-five of the education law. For the  purposes  of  this
  section, other reorganizations shall be limited to those reorganizations
  defined  in  paragraph  one  of  subsection (a) of section three hundred
  sixty-eight of the internal revenue code.