Debbie Baum | No Offering Plan for Co-op
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No Offering Plan for Co-op

Posted by Debbie Baum in REBNY Legal Question

Question

I am a licensed real estate salesperson and I am working on a sale of a co-op apartment (the co-op was converted in the 1960s) and the co-op no longer has a copy of its offering plan. Is it unusual for a co-op not to have a copy of its offering plan? What are other documents (other than the offering plan) a purchaser should review when conducting their due diligence of the co-op?

Answer

Most co-ops usually have a copy of its offering plan. However, for co-ops which were converted many years ago, it is not unusual for the offering plan to be unavailable.

Offering plans are generally divided into two parts:

Part 1 contains, but is not limited to, the following:

  • 1. Special risks of purchasing the co-op
  • 2. Definitions used in the offering plan
  • 3. Budget for the first year of the co-op operation
  • 4. Procedure to purchase the co-op
  • 5. Changes in prices and units
  • 6. Interim leases
  • 7. Effective date and closing date
  • 8. Contract of sale (when purchasing from the sponsor)
  • 9. Sponsor’s profits

Part 2 contains, but is not limited to, the following:

  • 1. Subscription agreement (if a tenant is purchasing the apartment)
  • 2. Report of the present building condition
  • 3. By-Laws of the co-op corporation
  • 4. Proprietary lease of the co-op corporation
  • 5. House rules of the co-op corporation

When analyzing the documents contained in the offering plan, it becomes evident that, as time passes, the documents become less relevant. For example, the budget for the co-op in the 1960s has no relevance to the co-op’s budget today. Accordingly, an older co-op’s lack of an offering plan should not be an impediment to the due diligence conducted by a purchaser or the purchaser’s attorney (provided that items 3-5 of Part 2 (the By-Laws, Proprietary Lease and House Rules) are available for review).

More specifically, when a purchaser or the purchaser’s attorney conducts their due diligence on the co-op, the following co-op documents should be reviewed: (i) board minutes; (ii) building questionnaire completed by the co-op’s managing agent, (iii) the two most recently audited financial statements, (iv) the By-Laws, (v) the Proprietary Lease and (vi) the House Rules.

 Neil B. Garfinkel | Debbie Baum
Neil B. Garfinkel,
REBNY Broker Counsel
Partner-in-charge of real estate and banking practices at Abrams Garfinkel Margolis Bergson, LLP
03 Sep 2015 no comments

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