Legislation

Search OpenLegislation Statutes
This entry was published on 2014-09-22
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
SECTION 1210
Death, disqualification or dissolution of members
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 12
§ 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.