§ 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 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 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 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 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 or subdivision four of
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 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 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 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, 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 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.