N.Y. LLC Law § 1211

§ 1211. Transfer of a membership interest. (a) No member of a\nprofessional service limited liability company may sell or assign his,\nher or its membership interest in such limited liability company except\nto another professional eligible to become a member of such limited\nliability company or except in trust to another professional who would\nbe eligible to become a member if such professional were employed by\nsuch limited liability company.\n (b) Nothing contained in subdivision (a) of this section shall be\nconstrued to prohibit the assignment of a membership interest by\noperation of law or by court decree. An assignee of a membership\ninterest by operation of law or court decree shall have the rights of an\nassignee of a membership interest set forth in section six hundred three\nof this chapter. Such assignee shall automatically become a member of\nthe professional service limited liability company if such assignee\nwould be eligible to be a member of such limited liability company and,\na majority in interest of the members shall fail to redeem the\nmembership interest so transferred, pursuant to section twelve hundred\nten of this article, within sixty days of receiving written notice of\nsuch transfer.\n (c) Any sale or transfer, except by operation of law or court decree\nor except for a professional service limited liability company having\nonly one member, may be made only after the same shall have been\napproved by the vote or written consent of such proportion, not less\nthan a majority in interest of the members, exclusive of the interest of\nthe member proposing to sell or transfer such membership interest, as\nmay be provided in the operating agreement of such professional service\nlimited liability company. The voting interest held by the member\nproposing to sell or transfer his, her or its membership interest may\nnot be voted or counted for any purpose, unless all the members consent\nthat such interests be voted or counted. The professional service\nlimited liability company may provide, in lieu of or in addition to the\nforegoing provisions, for the alienation of membership interests and may\nrequire the redemption or purchase of such membership interests by such\nlimited liability company at prices and in a manner specifically set\nforth therein. The existence of the restrictions on the sale or transfer\nof a membership interest, as contained in this article and, if\napplicable, in the operating agreement, shall be noted conspicuously on\nthe face or back of every certificate representing a membership interest\nissued by a professional service limited liability company. Any sale or\ntransfer in violation of such restrictions shall be void.\n