N.Y. LLC Law § 1216

§ 1216. Mergers and consolidations. Notwithstanding any inconsistent\nprovision of this article, a professional service limited liability\ncompany, pursuant to the provisions of article ten of this chapter, may\nbe merged or consolidated with another limited liability company formed\npursuant to the provisions of this chapter, a foreign professional\nservice limited liability company authorized to do business under\narticle thirteen of this chapter or other business entity formed or\nrecognized under the laws of this state or any other state, provided\nthat the limited liability company or other business entity that\nsurvives or that is formed pursuant thereto is a professional service\nlimited liability company, a foreign professional service limited\nliability company authorized to do business under article thirteen of\nthis chapter or other business entity practicing the same profession or\nprofessions in this state or the state of its formation. The\nrestrictions on the issuance, transfer or sale of membership interests\nof a professional service limited liability company other than the\nrequirements of the first two sentences of subdivision (c) of section\ntwelve hundred eleven of this chapter, shall be suspended for a period\nnot exceeding thirty days with respect to any issuance, transfer or sale\nof membership interests made pursuant to such merger or consolidation,\nprovided that (a) no person or business entity who would not be eligible\nto be a member in the absence of this section shall vote or receive any\ndistribution from such limited liability company; (b) after such merger\nor consolidation, any professional service limited liability company\nthat survives or that is created thereby shall be subject to all the\nprovisions of this article; and (c) membership interests thereafter may\nbe held only by persons or business entities who are eligible to be a\nmember of such professional service limited liability company. Nothing\nherein contained shall be construed as permitting the practice of a\nprofession in this state by a limited liability company that is not\nformed pursuant to the provisions of this article or authorized to do\nbusiness in the state pursuant to the provisions of article thirteen of\nthis chapter.\n