2023 New York Laws › LLC - Limited Liability Company Law › Article 12 - Professional Service Limited Liability Companies › 1210 - Death, Disqualification or Dissolution of Members.

§  1210.  Death,  disqualification  or dissolution of members.   (a) A
professional service limited liability company shall purchase or  redeem
the  membership  interest  of a member in case of such member's death or
disqualification pursuant to the provisions of  section  twelve  hundred
nine  of  this article or in the case of a member that is a professional
service   corporation,   foreign   professional   service   corporation,
professional  service  limited  liability  company, foreign professional
service  limited  liability  company,   registered   limited   liability
partnership,  foreign  limited  liability  partnership  or  professional
partnership,  dissolution  or  disqualification  of  such   professional
service   corporation,   foreign   professional   service   corporation,
professional service limited  liability  company,  foreign  professional
service   limited   liability   company,  registered  limited  liability
partnership,  foreign  limited  liability  partnership  or  professional
partnership  (in  the  case of registered limited liability partnership,
foreign limited  liability  partnership  and  professional  partnership,
other  than  a dissolution followed by a reconstitution where at least a
majority of the total interests in the current profits  of  a  successor
partnership are held by partners of the predecessor partnership that was
a  registered  limited  liability partnership, foreign limited liability
partnership or  professional  partnership  who  were  partners  of  such
predecessor  partnership  immediately  prior  to the dissolution of such
predecessor partnership) or the death, dissolution  or  disqualification
of all of its shareholders, members or partners, within six months after
the  appointment  of  the  executor  or  administrator  or  other  legal
representative of the estate of such  deceased  member,  or  within  six
months  after such disqualification or dissolution, at the book value of
such membership  interest  as  of  the  end  of  the  month  immediately
preceding  the  death,  disqualification or dissolution of the member as
determined from  the  records  of  such  limited  liability  company  in
accordance   with  its  regular  method  of  accounting.  The  operating
agreement of such limited liability company may modify this  section  by
providing  for  a  shorter  period  of  purchase  or  redemption,  or an
alternate method of determining the price to be paid for the  membership
interest,  or  both.  If  such  limited  liability company shall fail to
purchase or redeem such membership interest within the required  period,
a  successful  plaintiff  in  an action to recover the purchase price of
such membership interest shall also  be  awarded  reasonable  attorneys'
fees  and  costs.  Nothing  herein  contained shall prevent such limited
liability  company  from  paying  pension  benefits  or  other  deferred
compensation  to or on behalf of a former or deceased member, manager or
employee thereof, or  where  such  member,  manager  or  employee  is  a
professional   service   corporation,   foreign   professional   service
corporation, professional service  limited  liability  company,  foreign
professional  service  limited  liability  company,  registered  limited
liability  partnership,  foreign  limited   liability   partnership   or
professional partnership, on behalf of a former or deceased shareholder,
officer,  director,  member,  manager,  partner,  or  employee  of  such
professional   service   corporation,   foreign   professional   service
corporation,  professional  service  limited  liability company, foreign
professional  service  limited  liability  company,  registered  limited
liability   partnership,   foreign   limited  liability  partnership  or
professional partnership, as otherwise permitted by law. The  provisions
of  this  section  shall  not  be  deemed to require the purchase of the
membership interest  of  a  disqualified  member  where  the  period  of
disqualification  is  for  less  than  six  months  and the member again
becomes eligible to practice his or her  profession  within  six  months
from  the  date  of  disqualification (or, in the case of a disqualified

member that is a professional service corporation, foreign  professional
service  corporation,  professional  service  limited liability company,
foreign  professional  service  limited  liability  company,  registered
limited  liability partnership, foreign limited liability partnership or
professional partnership, where the period of disqualification  of  such
professional  service  corporation,  foreign  professional  corporation,
professional service limited  liability  company,  foreign  professional
service   limited   liability   company,  registered  limited  liability
partnership,  foreign  limited  liability  partnership  or  professional
partnership   or   all   shareholders,   members  or  partners  of  such
professional   service   corporation,   foreign   professional   service
corporation,  professional  service  limited  liability company, foreign
professional  service  limited  liability  company,  registered  limited
liability   partnership,   foreign   limited  liability  partnership  or
professional  partnership  is  for  less  than  six  months   and   such
professional   service   corporation,   foreign   professional   service
corporation, professional service  limited  liability  company,  foreign
professional  service  limited  liability  company,  registered  limited
liability  partnership,  foreign  limited   liability   partnership   or
professional  partnership  or  each  such shareholder, member or partner
becomes eligible to practice his or her  profession  within  six  months
from the date of disqualification).
(b) Notwithstanding the provisions of subdivision (a) of this section,
the professional service limited liability company shall not be required
to  purchase  or  redeem  the  membership  interest  of  a  deceased  or
disqualified or dissolved member if such membership interest, within the
time limit prescribed by subdivision (a) of this  section,  is  sold  or
transferred  to  another  professional  pursuant  to  the  provisions of
section twelve hundred eleven of this article.