State Codes and Statutes
Statutes > New-york > Bsc > Article-15 > 1516§ 1516. Corporate mergers, consolidations and other reorganizations. Notwithstanding any inconsistent provision of this article, a professional service corporation, pursuant to the provisions of article nine of this chapter, may be merged or consolidated with another corporation formed pursuant to the provisions of this chapter or with a corporation authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of section seventy-two hundred nine of the education law (engineer or land surveyor) or subdivision four of section seventy-three hundred seven of the education law (architect) of article one hundred forty-five of the education law, or with a foreign corporation, or may be otherwise reorganized, provided that the corporation which survives or which is formed pursuant thereto is a professional service corporation or a foreign professional service corporation practicing the same profession or professions in this state or the state of incorporation or, if one of the original corporations is authorized to practice pursuant to the provisions of either subdivision six of section seven thousand two hundred nine or subdivision four of section seven thousand three hundred seven, a corporation authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of section seventy-two hundred nine of the education law (engineer or land surveyor) or subdivision four of section seventy-three hundred seven of the education law (architect) of article one hundred forty-five of the education law. The restrictions on the issuance, transfer or sale of shares of a professional service corporation shall be suspended for a period not exceeding thirty days with respect to any issuance, transfer or sale of shares made pursuant to such merger, consolidation or reorganization, provided that (i) no person who would not be eligible to be a shareholder in the absence of this section shall vote the shares of or receive any distribution from such corporation; (ii) after such merger, consolidation or reorganization, any professional service corporation which survives or which is created thereby shall be subject to all of the provisions of this article, and (iii) shares thereafter only may be held by persons who are eligible to receive shares of such professional service corporation or such other corporation authorized and registered to practice the same profession pursuant to the applicable provisions of subdivision six of section seventy-two hundred nine of the education law (engineer or land surveyor) or subdivision four of section seventy-three hundred seven of the education law (architect) of article one hundred forty-five of the education law, which survives. Nothing herein contained shall be construed as permitting the practice of a profession in this state by a corporation which is not incorporated pursuant to the provisions of this article or authorized to do business in this state pursuant to the provisions of article fifteen-A of this chapter or authorized and registered to practice a profession pursuant to the applicable provisions of article one hundred forty-five of the education law. For the purposes of this section, other reorganizations shall be limited to those reorganizations defined in paragraph one of subsection (a) of section three hundred sixty-eight of the internal revenue code.
