2023 New York Laws › BSC - Business Corporation › Article 15 - Professional Service Corporations › 1516 - Corporate Mergers, Consolidations and Other Reorganizations.

§ 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.