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S4308Senate2011-2012 SessionSame asA678

Allows a professional service limited liability company to be surviving business entity in the case of a merger with a professional service corporation

Sponsor John A. DeFranciscoSD-50+1 co-sponsorAffects Economy
Status
Signed by Governor
Impact
Pending
Outcome
Signed into law

Bill progress

Signed into law

What's happening

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Who cares

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Sponsors

Primary sponsor
John A. DeFrancisco

Senator · Senate District 50

Chair, Finance

History

  1. Signed chap.564
  2. Delivered to governor
  3. Returned to senate
  4. Passed assembly
  5. Ordered to third reading rules cal.390
  6. Substituted for A678
  7. Referred to corporations, authorities and commissions
  8. Delivered to assembly
  9. Passed senateVote 58–0
  10. Advanced to third reading
  11. 2nd report cal.
  12. 1st report cal.546
Show 1 earlier action
  1. Referred to corporations, authorities and commissions

Companion bill

The same bill in the other chamber. A bill becomes law when one version passes both houses and the governor signs it, so either number can carry it.

A678Assembly

Allows a professional service limited liability company to be surviving business entity in the case of a merger with a professional service corporation

Assembly Floor Calendar · Sponsor William Magnarelli

Full text

The text isn't available here yet. Check nysenate.gov.

Sponsor's memo

BILL NUMBER:S4308

Title of bill

An act to amend the business corporation law, in relation to providing that the surviving business entity in the case of a merger between a professional service corporation and a professional service limited liability company may be a professional service limited liability company

Purpose

To allow a surviving business entity of a merger between a professional service corporation and a professional service limited liability company to be a limited liability company.

Summary of provisions

Section 1 amends section 1501 of the business corporation law, as added by chapter 974 of the laws of 1970, to create the definition of "Other Business Entity."

Section 2 amends section 1516 of the business corporation law, as amended by chapter 851 of the laws of 1992, to provide that the surviving business entity in the case of a merger between a professional service corporation and a professional service limited liability company may be a professional service limited liability company.

Section 3 establishes an effective date.

Justification

Under current law, when a professional service corporation and a professional service limited liability company merge, the surviving business entity must be a corporation. This does not take into account the legal needs of the surviving entity and is inconsistent with other law. This bill would resolve this problem by allowing a surviving business entity from such a merger to be a LLC.

Legislative history

2009-2010: A.246 2007-2008: A.11360

Fiscal implications

None.

Effective date

Immediately.

Summaries, headlines and scores are AI-generated from the official bill text. How we score bills. Source: NYS Open Legislation.