NY Priv Hous Fin L § 72 (2021)
2021 New York Laws PVH - Private Housing Finance Article 4 - Limited Dividend Housing Companies 72 - Housing Companies; How Created.

§  72.  Housing  companies;  how created. 1. Three or more persons may become a housing company which is a  corporation,  for  the  purpose  of carrying  out  a  project or projects, on making, signing, acknowledging and filing a certificate which shall contain:  (1) The name of the proposed housing company.  (2) The purposes for which it is  to  be  formed  which  shall  be  as follows:  To acquire, construct, maintain and operate projects.  (3)  The amount of the capital shares, and if any be preferred shares, the preference thereof.  (4) The number of shares of which the capital shall  consist,  all  of which shall have a par value.  (5)  The  city,  village  or  town  and county or borough in which its principal business office is to be located and the address to which  the secretary  of  state  shall  mail  a  copy  of  process in any action or proceeding against the housing company which may be served upon him.  (6) Its duration, which shall not be less than twenty years.  (7) The number of directors, which shall not be less than three.  (8) The names and post-office addresses of the directors for the first year.  (9) The names and post-office addresses  of  the  subscribers  to  the certificate and a statement of the number of shares which each agrees to take in the housing company.  (10)  A  provision that the real property of the housing company shall not be sold, transferred or assigned except under and  pursuant  to  the terms and provisions of this article.  (11)  A declaration that all of the subscribers to the certificate are of full age; that at least two-thirds of them are citizens of the United States and that at least one of them is a resident of the state  of  New York;  that at least one of the persons named as a director is a citizen of the United States and a resident of the state of New York.  (12) That the secretary of state is designated as  the  agent  of  the housing company upon whom process in any action or proceeding against it may be served.   2.  (1)  A  housing company may be created as a general partnership by the partners signing, acknowledging and filing as hereinafter provided a certificate which shall contain:  (a) The matters set out in paragraphs one, two, five, six, and ten  of subdivision one of this section.  (b) The names and post-office addresses of the partners.  (c) A statement of the capital of the partnership.  (d) A declaration that all the partners are of full age, that at least two-thirds  of them are citizens of the United States, and that at least one of them is a resident of the state of New York.  (2) A housing company may be created as a limited partnership  by  the partners  filing as provided herein a copy of the certificate filed with the county clerk pursuant to article eight of the partnership  law.  The partners  shall  at  the  same time sign, acknowledge and file a further certificate which shall contain the matters set out in  paragraphs  one, two,  five,  six  and  ten  of  subdivision  one  of  this section and a declaration that all the general partners are of full age, and at  least two-thirds  of  them are citizens of the United States, and at least one of them is a resident of the state of New York.   3. A housing company may be created as a trust by the settlor signing, acknowledging and filing as hereinafter  provided  a  certificate  which shall contain:  (1)  The matters set out in paragraphs one, two, five, six, and ten of subdivision one of this section.  (2) A statement of the capital of the trust.  (3) The name and post-office address of the trustee or trustees.  (4) The name and post-office address of any person having a beneficial interest, whether vested or contingent, under the trust.  (5) A declaration that all the trustees are of full age; that at least two-thirds  of them are citizens of the United States, and that at least one of them is a resident of the state of New York.   4. A certificate made pursuant to this section shall further contain a declaration that the housing company  has  been  organized  to  serve  a public  purpose  and  that  it  shall remain at all times subject to the supervision and control of the  commissioner  or  of  other  appropriate state  authority; that all real estate acquired by it and all structures erected by it, shall be  deemed  to  be  acquired  for  the  purpose  of promoting  the public health and safety and subject to the provisions of this article, and that the shareholders, partners or in the  case  of  a trust,  the  settlor,  trustees  or  beneficiaries as their interest may appear, shall be deemed to have  agreed  that  they  shall  at  no  time receive  or  accept  from  the  housing  company,  in repayment of their investment or interest in its capital, any sums in  excess  of  the  par value  of  the  shares,  or  of  the amount of their contribution to, or beneficial interest in capital, together with  cumulative  distributions upon  capital  at  the  rate  of  six per centum per annum, and that any surplus in excess of such amount if said company shall be dissolved,  or terminated,  in the case of a housing company which is a trust, shall be paid into the general fund of the state of New York if the buildings and improvements of the project have not received exemption from taxation by the municipality pursuant  to  subdivision  three  or  four  of  section ninety-three,  or  if  the  company  has  not  received  a loan from the municipality, but if such tax exemption or loan has been  received,  any remaining   surplus   shall  be  paid  into  the  general  fund  of  the municipality.   5. A certificate made pursuant to the provisions of this  section  may provide  that in the event that income debenture certificates are issued by the housing company, the owners thereof may be given the  same  right to  vote  as  they  would  have if possessed of shares of equivalent par value in the case of a corporation or if they had contributed capital in the case of a partnership or had a beneficial interest under  the  trust vested  in  the  case  of a trust, of the amount of the income debenture certificates held by them.   If  provision  is  made  for  the   issuance   of   income   debenture certificates,  interest  shall  be paid by the housing company on income debenture certificates only out of net earnings of the  housing  company that  would  be  applicable to payment of distributions if there were no income debentures.   6. The certificate may  permit  the  retirement  of  income  debenture certificates  and  capital  of the housing company if, as and when there shall be funds available in the treasury of the housing company from the receipt of amortization or sinking fund installments for that purpose as provided for by this article, but the amount so retired shall not exceed ninety per centum of the par value of shares or amount  of  the  capital and  the  face  value of income debentures issued and outstanding at the time of the final completion of the building or  buildings  embraced  in the project.