New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter B - REAL ESTATE SYNDICATES › Part 17 - COOPERATIVE APARTMENT OFFERINGS › Section 17.3 - Prefiling procedure (optional)

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Sponsors of cooperative offerings may
				  submit their proposed offering plans in draft form to the Real Estate Financing
				  Bureau, Department of Law, 28 Liberty Street, New York, NY 10005, with a
				  request for analysis and comments. Three copies of such proposed plan should be
				  submitted together with two copies of the exhibits described in section
				  17.2(c)  of this
				  Part.
(b) On the date the proposed
				  offering plan in draft form is submitted to the Department of Law, the sponsor
				  shall serve each offeree, as defined in section
				  17.1(f)  of this
				  Part, of any occupied building, with a copy of the proposed offering plan
				  together with the following notice:
Date of Notice:
					 ___________________________________________
We have submitted for prefiling review to the New York
					 State Department of Law, Real Estate Financing Bureau, a proposed offering plan
					 for the conversion of [insert address or name of building] to a cooperative.
					 The law requires us to disclose all material information concerning the
					 building and the conversion process in an offering plan. A copy of the proposed
					 offering plan is enclosed for you to retain. Other copies of the offering plan
					 are available for inspection and copying at the office of the sponsor (or
					 sponsor's selling agent) located at [insert address of sponsor or selling
					 agent] and at the Department of Law.
The Attorney General strongly urges you to read this
					 offering plan carefully and to consult with an attorney to advise you as to the
					 meaning and consequences of the offering plan.
You may send written comments to the Department of Law,
					 Real Estate Financing Bureau, 28 Liberty Street, New York, NY 10005. You may
					 also send your written comments to the sponsor (or sponsor's selling
					 agent).
No apartments may be sold or offered for sale, no
					 subscription agreements may be executed and no down payments may be accepted
					 unless and until the Department of Law files the offering plan and a copy of
					 the filed plan is served on each tenant.
(c) The upper portion of the front cover of
				  every proposed offering plan shall contain the following statement in capital
				  letters printed in red in boldface roman type of at least 10-point modern and
				  at least two points leaded:
THIS IS A PROPOSED OFFERING PLAN ("RED HERRING") TO CONVERT
					 THE APARTMENTS IN THIS BUILDING TO A COOPERATIVE. IT HAS BEEN SUBMITTED TO THE
					 NEW YORK STATE DEPARTMENT OF LAW, REAL ESTATE FINANCING BUREAU. THIS PROPOSED
					 OFFERING PLAN IS SUBJECT TO MODIFICATION. APARTMENTS MAY NOT BE SOLD OR OFFERED
					 FOR SALE UNTIL THE OFFERING PLAN IS FILED AND A FINAL COPY IS DELIVERED TO EACH
					 TENANT.
(d) The Department
				  of Law, in its discretion, may issue a letter to the sponsor or sponsor's
				  attorney stating that an offering plan that was submitted pursuant to the
				  prefiling procedure for a building occupied in whole or in part for residential
				  purposes is filed when:
(1) more than 120 days
				  have elapsed from the date the draft offering plan was submitted to the
				  Department of Law; and
(2) after
				  analysis and comment as provided under subdivision (a) of this section, the
				  sponsor submits 15 copies of the bound offering plan and a personal or
				  certified check for one half the filing fees due under G.B.L. section
				  352-e(7)(a) payable to the New York State Department of Law.
At any time during the prefiling procedure, or if the
					 Department of Law declines to issue such a letter to the sponsor or sponsor's
					 attorney under the prefiling procedure, the sponsor may elect to submit for
					 final filing. The sponsor then must comply with section
					 17.1(d) and (e) 
					 of this Part and shall be subject to the minimum and maximum time requirements
					 and other requirements of section
					 17.1(g)  of this
					 Part.