§ 1211. Transfer of a membership interest. (a) No member of a
professional service limited liability company may sell or assign his,
her or its membership interest in such limited liability company except
to another professional eligible to become a member of such limited
liability company or except in trust to another professional who would
be eligible to become a member if such professional were employed by
such limited liability company.

(b) Nothing contained in subdivision (a) of this section shall be
construed to prohibit the assignment of a membership interest by
operation of law or by court decree. An assignee of a membership
interest by operation of law or court decree shall have the rights of an
assignee of a membership interest set forth in section six hundred three
of this chapter. Such assignee shall automatically become a member of
the professional service limited liability company if such assignee
would be eligible to be a member of such limited liability company and,
a majority in interest of the members shall fail to redeem the
membership interest so transferred, pursuant to section twelve hundred
ten of this article, within sixty days of receiving written notice of
such transfer.

(c) Any sale or transfer, except by operation of law or court decree
or except for a professional service limited liability company having
only one member, may be made only after the same shall have been
approved by the vote or written consent of such proportion, not less
than a majority in interest of the members, exclusive of the interest of
the member proposing to sell or transfer such membership interest, as
may be provided in the operating agreement of such professional service
limited liability company. The voting interest held by the member
proposing to sell or transfer his, her or its membership interest may
not be voted or counted for any purpose, unless all the members consent
that such interests be voted or counted. The professional service
limited liability company may provide, in lieu of or in addition to the
foregoing provisions, for the alienation of membership interests and may
require the redemption or purchase of such membership interests by such
limited liability company at prices and in a manner specifically set
forth therein. The existence of the restrictions on the sale or transfer
of a membership interest, as contained in this article and, if
applicable, in the operating agreement, shall be noted conspicuously on
the face or back of every certificate representing a membership interest
issued by a professional service limited liability company. Any sale or
transfer in violation of such restrictions shall be void.