§ 1210 — Death, disqualification or dissolution of members

New York § 1210

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 12: Professional Service Limited Liability Companies

Text

§ 1210. Death, disqualification or dissolution of members. (a) A\nprofessional service limited liability company shall purchase or redeem\nthe membership interest of a member in case of such member's death or\ndisqualification pursuant to the provisions of section twelve hundred\nnine of this article or in the case of a member that is a professional\nservice corporation, foreign professional service corporation,\nprofessional service limited liability company, foreign professional\nservice limited liability company, registered limited liability\npartnership, foreign limited liability partnership or professional\npartnership, dissolution or disqualification of such professional\nservice corporation, foreign professional service corporation,\nprofessional service limited liability company, foreign professional\nservice limited liability company, registered limited liability\npartnership, foreign limited liability partnership or professional\npartnership (in the case of registered limited liability partnership,\nforeign limited liability partnership and professional partnership,\nother than a dissolution followed by a reconstitution where at least a\nmajority of the total interests in the current profits of a successor\npartnership are held by partners of the predecessor partnership that was\na registered limited liability partnership, foreign limited liability\npartnership or professional partnership who were partners of such\npredecessor partnership immediately prior to the dissolution of such\npredecessor partnership) or the death, dissolution or disqualification\nof all of its shareholders, members or partners, within six months after\nthe appointment of the executor or administrator or other legal\nrepresentative of the estate of such deceased member, or within six\nmonths after such disqualification or dissolution, at the book value of\nsuch membership interest as of the end of the month immediately\npreceding the death, disqualification or dissolution of the member as\ndetermined from the records of such limited liability company in\naccordance with its regular method of accounting. The operating\nagreement of such limited liability company may modify this section by\nproviding for a shorter period of purchase or redemption, or an\nalternate method of determining the price to be paid for the membership\ninterest, or both. If such limited liability company shall fail to\npurchase or redeem such membership interest within the required period,\na successful plaintiff in an action to recover the purchase price of\nsuch membership interest shall also be awarded reasonable attorneys'\nfees and costs. Nothing herein contained shall prevent such limited\nliability company from paying pension benefits or other deferred\ncompensation to or on behalf of a former or deceased member, manager or\nemployee thereof, or where such member, manager or employee is a\nprofessional service corporation, foreign professional service\ncorporation, professional service limited liability company, foreign\nprofessional service limited liability company, registered limited\nliability partnership, foreign limited liability partnership or\nprofessional partnership, on behalf of a former or deceased shareholder,\nofficer, director, member, manager, partner, or employee of such\nprofessional service corporation, foreign professional service\ncorporation, professional service limited liability company, foreign\nprofessional service limited liability company, registered limited\nliability partnership, foreign limited liability partnership or\nprofessional partnership, as otherwise permitted by law. The provisions\nof this section shall not be deemed to require the purchase of the\nmembership interest of a disqualified member where the period of\ndisqualification is for less than six months and the member again\nbecomes eligible to practice his or her profession within six months\nfrom the date of disqualification (or, in the case of a disqualified\nmember that is a professional service corporation, foreign professional\nservice corporation, professional service limited liability company,\nforeign professional service limited liability company, registered\nlimited liability partnership, foreign limited liability partnership or\nprofessional partnership, where the period of disqualification of such\nprofessional service corporation, foreign professional corporation,\nprofessional service limited liability company, foreign professional\nservice limited liability company, registered limited liability\npartnership, foreign limited liability partnership or professional\npartnership or all shareholders, members or partners of such\nprofessional service corporation, foreign professional service\ncorporation, professional service limited liability company, foreign\nprofessional service limited liability company, registered limited\nliability partnership, foreign limited liability partnership or\nprofessional partnership is for less than six months and such\nprofessional service corporation, foreign professional service\ncorporation, professional service limited liability company, foreign\nprofessional service limited liability company, registered limited\nliability partnership, foreign limited liability partnership or\nprofessional partnership or each such shareholder, member or partner\nbecomes eligible to practice his or her profession within six months\nfrom the date of disqualification).\n (b) Notwithstanding the provisions of subdivision (a) of this section,\nthe professional service limited liability company shall not be required\nto purchase or redeem the membership interest of a deceased or\ndisqualified or dissolved member if such membership interest, within the\ntime limit prescribed by subdivision (a) of this section, is sold or\ntransferred to another professional pursuant to the provisions of\nsection twelve hundred eleven of this article.\n