2012 New York Consolidated Laws
BSC - Business Corporation
Article 15 - (1501 - 1516) PROFESSIONAL SERVICE CORPORATIONS
1516 - Corporate mergers, consolidations and other reorganizations.


NY Bus Corp L § 1516 (2012) What's This?
 
  * § 1516. Corporate mergers, consolidations and other reorganizations.
    (a)  Notwithstanding  any  inconsistent provision of this article, and
  subject  to  the  limitations  in  paragraph  (b)  of  this  section,  a
  professional   service  corporation,  including  a  design  professional
  service corporation, pursuant to the provisions of  article  9  of  this
  chapter,  may  be merged or consolidated with another corporation formed
  pursuant  to  the  provisions  of  this  chapter,  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),
  subdivision four of section seventy-three hundred seven of the education
  law (architect) or subdivision four  of  section  seventy-three  hundred
  twenty-seven  of the education law (landscape architect) of articles one
  hundred forty-five, one hundred forty-seven and one hundred  forty-eight
  of the education law, or with a foreign corporation, or may be otherwise
  reorganized,  provided  that the corporation or entity which survives or
  which is formed pursuant thereto is a professional service  corporation,
  a  design  profession  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
  subdivision  six  of  section  seventy-two hundred nine of the education
  law, subdivision four of section  seventy-three  hundred  seven  of  the
  education  law  or  subdivision  four  of  section seventy-three hundred
  twenty-seven  of  the  education  law,  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), subdivision four  of  section
  seventy-three hundred seven of the education law (architect) of articles
  one   hundred  forty-five,  one  hundred  forty-seven  and  one  hundred
  forty-eight  of  the  education  law  or  subdivision  four  of  section
  seventy-three  hundred  twenty-seven  of  the  education  law (landscape
  architect). The restrictions on the issuance, transfer or sale of shares
  of a professional service corporation or a design  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  or  design
  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,  design
  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), subdivision four
  of section seventy-three hundred seven of the education law  (architect)
  or subdivision four of section seventy-three hundred twenty-seven of the
  education  law (landscape architect) of articles one hundred forty-five,
  one hundred forty-seven and one hundred  forty-eight  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,
  authorized to do business in this state pursuant to  the  provisions  of
  article  15-A of this chapter, authorized pursuant to subdivision six of

  section seventy-two  hundred  nine  of  the  education  law,  authorized
  pursuant  to  subdivision four of section seventy-three hundred seven of
  the education law, authorized pursuant to subdivision  four  of  section
  seventy-three  hundred  twenty-seven  of the education law or authorized
  and registered to practice  a  profession  pursuant  to  the  applicable
  provisions  of  article  one  hundred  forty-five,  article  one hundred
  forty-seven or article one hundred forty-eight 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.
    (b) Notwithstanding the provisions contained in paragraph (a) of  this
  section,  no  design professional service corporation shall be merged or
  consolidated with any  entity  unless  such  entity  is  a  professional
  business   organization   lawfully  organized  to  provide  professional
  services pursuant  to  articles  one  hundred  forty-five,  one  hundred
  forty-seven and one hundred forty-eight of the education law.
    * NB Separately amended, cannot be put together
  * § 1516. Corporate mergers, consolidations and other reorganizations.
    (a)  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 other  business  entity
  practicing the same profession or professions in this state or the state
  of  its  formation,  or  may be otherwise reorganized, provided that the
  corporation which survives or which is  formed  pursuant  thereto  is  a
  professional   service   corporation,  a  professional  service  limited
  liability  company  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   seventy-two  hundred  nine  or  subdivision  four  of  section
  seventy-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.
    (b)  If  the  surviving business entity is a professional corporation,
  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.
    (c) If the surviving business entity is a professional service limited
  liability company, 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 the  limited  liability  company
  law,  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: (i) 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; (ii) 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 the limited
  liability company law; and (iii) 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 the limited liability company law
  or authorized to do business in the state pursuant to the provisions  of
  article thirteen of the limited liability company law.
    * NB Separately amended, cannot be put together

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