New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter B - REAL ESTATE SYNDICATES › Part 21 - NEWLY CONSTRUCTED AND VACANT COOPERATIVES › Section 21.2 - Procedure for submission

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				  The offering plan and the exhibits described below shall be submitted to the
				  New York Department of Law, Real Estate Finance Bureau, 28 Liberty Street, New
				  York, NY 10005.
(b) The exhibits
				  shall accompany the offering plan submitted to the Department of Law and shall
				  be subject to the requirements and sanctions of article 23-A of the General
				  Business Law. Whenever an exhibit document is marked "original" on the list set
				  forth in subdivision (c) of this section, it means that the document must be
				  duly executed, original document. Whenever a document is marked "copy" on the
				  list set forth in subdivision (c) of this section, it means that a true and
				  complete copy of the document must be included.
(c) The offering plan and exhibits submitted
				  pursuant to this Part must contain the following components and be in the
				  following format:
(1) A transmittal letter
				  addressed to the Department of Law that is signed and affirmed under penalty of
				  perjury by the attorney for the sponsor, containing the unqualified statements
				  required by section
				  21.4(a)  of this
				  Part. The transmittal letter must expressly indicate any exhibit that is not
				  included and set forth the reasons for the omission. Exemptions requested
				  pursuant to section
				  21.1(i)  of this
				  Part must be annexed to an be submitted with the transmittal letter. Pursuant
				  to section
				  21.3(q)  of this
				  Part, the transmittal letter must note whether the offering plan contains any
				  description of or reference to a wraparound mortgage on the property.
(2) One paper copy of a typed or printed,
				  bound offering plan and one digital copy of the offering plan.
(3) One paper copy and one digital copy of
				  parts A (Certifications) and B (General) of the exhibits. The paper copy of the
				  exhibits shall be indexed with numbered tabs and secured in folders so that
				  documents can be removed easily. In addition, conformed copies of the
				  certifications must appear in the offering plan.
(i) Part A of the exhibits (Certifications)
				  shall consist of the following documents:
(a)
(A-1) index of documents in parts A and
				  B;
(b)
(A-2) certification by sponsor and sponsor's
				  principals (orig.);
(c)
(A-3) certification by sponsor's engineer or
				  architect (orig.);
(d)
(A-4) certification by expert as to adequacy
				  of projected income and expenses of the cooperative for the first year of
				  cooperative operation (orig.).
(ii) Part B of the exhibits (General) shall
				  consist of the following documents:
(a)
(B-1) projections from qualified experts or
				  the local suppliers of the consumption, and total cost for furnishing heat, hot
				  water, electricity and other utilities to the building including public areas.
				  If shareholders directly pay the cost of heating their own units, include
				  similar projections for heat, hot water and electricity for individual units;
(b)
(B-2) copy of title company report dated
				  within 30 days of submission;
(c)
(B-3)
				  copy of proposed management agreement;
(d)
(B-4)
				  copies of any contract which will be binding on the apartment corporation for
				  $2,500 or more per year;
(e)
(B-5)
				  copy of letter from an insurance company or its authorized agent, stating
				  proposed insurance coverage and amounts, the applicable tariff classifications,
				  and the annual premium or premiums.
(f)
(B-6)
				  copy of an opinion from a licensed insurance broker, insurance appraiser or
				  real estate appraiser concerning adequacy of coverage to avoid being a
				  co-insurer and/or the adequacy of coverage to replace the building.
(g)
(B-7) copy of section 352-a/352-b Designation
				  of Secretary of State as agent (applicable only to out-of-state issuers,
				  sponsors, principals and/or selling agents).
(h)
(B-8)
				  if the plan involves construction or rehabilitation and one is available, an
				  estimate of the assessed valuation after completion of construction or
				  rehabilitation from the local tax assessor. If applicable but not available, an
				  estimate of the assessed valuation after completion of construction or
				  rehabilitation from a real estate broker, appraiser, attorney or other
				  professional familiar with the tax assessment practices in the locality in
				  which the property is located;
(i)
(B-9)
				  for cooperatives located outside of New York, copy of statutes and regulations
				  governing cooperatives and evidence of compliance with that law;
(j)
(B-10) copy of the mortgage and note or bond
				  required by sponsor if sponsor is offering financing or required by a mortgage
				  lender procured by sponsor together with any other document which significantly
				  affects a purchaser's obligations for financing offered or procured by sponsor.
				  If the documents are not available at the time of submission to the Department
				  of Law, so indicate and forward when available;
(k)
(B-11)
				  copy of Certificate of Incorporation and receipt from Secretary of State for
				  the apartment corporation;
(l)
(B-12)
				  copy of specimen stock certificate. Include any restrictions on transferring
				  and any endorsements;
(m)
(B-13)
				  copy of any mortgage and note or bond that will be a lien on the property after
				  closing or which presently encumbers the property;
(n)
(B-14)
				  copy of any mortgage financing commitment letter;
(o)
(B-15)
				  copies of professional and commercial leases;
(p)
(B-16)
				  copy of contract of sale or exchange between the sponsor and the apartment
				  corporation that conforms to the contract described in the offering
				  plan;
(q)
(B-17) other material document(s), each of
				  which should be described in the transmittal letter,
e.g.,
copy of regulatory agreement with a government agency;
(r)
(B-18)
				  Copy of the escrow agreement between the sponsor and the attorney(s) acting as
				  escrow agent. If the model form is not used, so indicate. Copy of bank forms to
				  be used to open any escrow account;
(s) *(B-19) Copy of surety bonds or letter of
				  credit proposed to secure down payments and any underlying agreement or related
				  agreement, and any undertaking called for in the regulations or proposed to be
				  furnished.
(iii) One copy
				  of part C of the exhibits (Engineering). Part C of the exhibits shall consist
				  of the following documents:
(a)
(C-1) copy of approved building plans if
				  available or if required by General Business Law section
				  352-e e or if required by local law. Any
				  specifications required by government agencies having jurisdiction and copies
				  of all required construction permits from government agencies having
				  jurisdiction. Except for an offering plan governed by General Business Law
				  section
				  352-e e, if the approval of the building
				  plans on the construction permits are not available at the time of submission
				  of the offering plan to the Department of Law, so indicate and forward when
				  available;
(b)
(C-2) architect's or engineer's detailed
				  description of the physical aspects of the cooperative with the architect's or
				  engineer's stamp and original signature;
(c)
(C-3)
				  copy of temporary, partial or permanent certificate of occupancy to be in
				  effect after construction or rehabilitation, if available. If the certificate
				  of occupancy is not available at the time of submission of the offering plan to
				  the Department of Law, so indicate and forward to the Department of Law when
				  available.
(iv) One copy of part D of the exhibits
				  (fees, and other information) in a separate folder similarly secured and
				  indexed. Part D of the exhibits shall consist of the following documents:
(a)
(D-1)
				  personal or certified checks for filing fees under General Business Law
				  sections
				  352-e(7)(a) and
				  359-e(5) payable to the
				  New York State Department of Law placed within an envelope at the first tab
				  with form of receipt issued by the Department of Law. To expedite processing,
				  the sponsor should submit two checks, each in the amount of one half of the
				  total fee due under General Business Law section
				  352-e (7)(a) at the time of submission.
				  Each check for filing fees should be accompanied by a form of receipt issued by
				  the Department of Law. One of the two checks will be returned to the sponsor if
				  the Department of Law issues a deficiency letter;
(b)
(D-2)
				  signed M-10 form(s), broker-dealer statement, for the selling agents (Orig),
				  unless exempted by General Business Law section
				  359-e, and signed M-2 form(s),
				  salespersons' statements, for all individual employees who act as salespersons
				  (Orig), unless exempted by General Business Law section
				  359-e. Forms do not have to be submitted
				  if currently valid registration forms are on file with the Department of Law
				  from prior offerings (Orig) and a copy of the form is submitted as Exhibit
				  D-1;
(c)
(D-3) signed M-10 form(s), registration for
				  broker-dealer, for the sponsor signed by all officers, directors, partners or
				  principals. Forms do not have to be submitted if currently valid registration
				  forms are on file with the Department of Law from prior public offerings
				  (orig.);
(d)
(D-4) signed RI-1 form(s), registrant
				  information form(s) concerning prior convictions, judgments, administrative
				  actions, bankruptcy, employment and business affiliations for all principals of
				  the sponsor (orig.);
(e)
(D-5) proof of financial responsibility of
				  sponsor (sponsor's certified statement or affidavit of sponsor's net worth) and
				  sponsor's certification that its net worth together with the proceeds of firmly
				  committed construction financing, are sufficient to meet sponsor's unsecured
				  obligations under the plan to complete all work and meet sponsor's obligations
				  for unsold shares (orig.);
(f)
(D-6) an
				  affidavit from sponsor and principals of sponsor, as defined in subdivisions
				  (c) and (d) of section
				  21.1  of this Part, stating whether
				  sponsor and principals of sponsor have taken part in public offerings of
				  cooperative interests in realty including condominiums in or from New York
				  which were initially offered during the preceding five years. State the address
				  of the realty and approximate date of the closing for cooperatives and the
				  first closing for condominiums;
(g)
(D-7)
				  exemption application pursuant to General Business Law section
				  359-e;
(h)
(D-8)
				  completed statistical information card(s) available from the Department of Law.