§ 1216. Mergers and consolidations. Notwithstanding any inconsistent
provision of this article, a professional service limited liability
company, pursuant to the provisions of article ten of this chapter, may
be merged or consolidated with another limited liability company formed
pursuant to the provisions of this chapter, a foreign professional
service limited liability company authorized to do business under
article thirteen of this chapter or other business entity formed or
recognized under the laws of this state or any other state, provided
that the limited liability company or other business entity that
survives or that is formed pursuant thereto is a professional service
limited liability company, a foreign professional service limited
liability company authorized to do business under article thirteen of
this chapter or other business entity practicing the same profession or
professions in this state or the state of its formation. 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 this chapter, 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 (a) 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; (b) 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 this article; and (c) 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 this article or authorized to do
business in the state pursuant to the provisions of article thirteen of
this chapter.