N.Y.
Business Corporation Law Section 1516
Corporate mergers, consolidations and other reorganizations
(a)
Notwithstanding any inconsistent provision of this article, and subject to the limitations in paragraph (d) of this section, a professional service corporation, including a design professional service corporation, pursuant to the provisions of article 9 (Merger or Consolidation)article nine 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 Education Law § 7209 (Special provisions)section seventy-two hundred nine of the education law (engineer or land surveyor), subdivision four of Education Law § 7307 (Special provisions)section seventy-three hundred seven of the education law (architect) or subdivision four of Education Law § 7327 (Special provisions)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 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 design 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, subdivision four of section seventy-three hundred seven or subdivision four of section seventy-three hundred twenty-four of the education law, a corporation authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of Education Law § 7209 (Special provisions)section seventy-two hundred nine of the education law (engineer or land surveyor), subdivision four of Education Law § 7307 (Special provisions)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 or subdivision four of Education Law § 7327 (Special provisions)section seventy-three hundred twenty-seven 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 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 a 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 Education Law § 7209 (Special provisions)section seventy-two hundred nine of the education law (engineer or land surveyor), subdivision four of Education Law § 7307 (Special provisions)section seventy-three hundred seven of the education law (architect) or subdivision four of Education Law § 7327 (Special provisions)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 or authorized to do business in this state pursuant to the provisions of article fifteen-A of this chapter, authorized pursuant to subdivision six of Education Law § 7209 (Special provisions)section seventy-two hundred nine of the education law, authorized pursuant to subdivision four of Education Law § 7307 (Special provisions)section seventy-three hundred seven of the education law, authorized pursuant to subdivision four of Education Law § 7327 (Special provisions)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, one hundred forty-seven or 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.(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 Limited Liability Company Law § 1211 (Transfer of a membership interest)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.(d)
Notwithstanding the provisions contained in paragraphs (a), (b) and (c) 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.
Source:
Section 1516 — Corporate mergers, consolidations and other reorganizations, https://www.nysenate.gov/legislation/laws/BSC/1516 (updated Nov. 25, 2016; accessed Oct. 26, 2024).
