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Compiled text through Jan 15, 2026Register checked through July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)

All 10 displayed sections in this Part carry the same compiled date. Status and warnings stay on each section.

13 NYCRR 16.1 - General provisions

Repealed or removed in compiled source

The compiled source records this section as repealed. We hold the witnessed tombstone record; see the source for details.

Dates and status

Compiling agency: Department of Law
Text status: Source-only entry
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

13 NYCRR 16.2 - Contents of prospectus

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)Cover.

(1)There shall be set forth on the outside front cover page of every prospectus the following statement in capital letters printed in boldface roman type at least as large as 10-point modern type and at least two points leaded:

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

There shall be no other reference to filing with the Attorney General or the Department of Law anywhere in the prospectus.

(2)There shall be set forth on the outside front cover page of every prospectus the following:

(i)the amount of money sought to be raised;

(ii)the price per unit;

(iii)the name of the issuer;

(iv)the name and address of the principal distributor; and

(v)the date of the prospectus.

(3)Unless the issue is also filed with the Securities and Exchange Commission of the United States under a full registration, it shall be indicated after the date of the prospectus that the prospectus may not be used for a period of more than four months thereafter. Such statement shall not eliminate the need to amend the prospectus during that four-month period upon the occurrence of material events affecting the issuer or issue.

(4)The aforesaid shall not constitute a limitation on the contents of the front cover where additional material is essential for full and fair disclosure.

(b)Body.

(1)Where applicable, when the offering involves specific real estate or interests therein, to be acquired with all or part of the proceeds of the offering, there shall be contained on the inside front cover in easily readable print a box entitled “Introductory Information on Property to be Purchased,” which shall be in the following form:

(i)location of property;

(ii)basic type of construction and use;

(iii)nature of interest to be acquired (fee, leasehold, etc.).

Where applicable the following statement shall follow in capital letters in bold print:

THIS PROSPECTUS CONTAINS PAST OPERATING FIGURES ON THE PROPERTY, THE BACKGROUND AND EXPERIENCE OF THE PROMOTERS, AND THEIR PROFITS. YOU SHOULD READ THIS PROSPECTUS CAREFULLY TO MAKE UP YOUR OWN MIND ON THE SUITABILITY FOR YOU OF THIS INVESTMENT. NO PROJECTIONS OR PREDICTIONS ARE CONTAINED IN THIS PROSPECTUS BECAUSE OF THE IMPOSSIBILITY OF PREDICTING FUTURE INCOME.

(2)If there is no undertaking contained in the prospectus by the offerors or others to return all moneys invested in the offering in the event of the failure or discontinuance of the promotion, the following language shall be employed in the prospectus in italics, where applicable:

If insufficient funds are raised to complete this offering, or if the offering is not completed for any other reason, you may receive back only part of your investment, or possibly lose your full investment.

(3)Where applicable, the following facts (in addition to those expressly required in paragraph [b] of subdivision 1 of the New York Real Estate Act) and possible changes therein, shall be set forth with respect to proposed or contemplated particular or general real estate investments and businesses integrally connected therewith:

(i)the surrounding neighborhood, growth and changing phases;

(ii)the occupancy rate presently and for at least the past two years;

(iii)the rent roll and material particulars on recent increases and decreases, and other relevant matters related thereto;

(iv)the average rent or other income factor (include average rental per apartment room, or per square foot in commercial buildings); and its comparison to the rest of the neighborhood or nearest competition for comparable properties;

(v)for existing properties, a fair reflection of the operations thereof, with historical operating figures for at least two years or the life of the property where it has been in existence for a shorter period, including profit and loss statements prepared by an independent public accountant, audited and prepared in accordance with standard accounting procedures. The operating figures provided as aforesaid shall cover a period ending not less than six months prior to the date of the prospectus. However, unaudited operating figures shall be provided for any subsequent period not covered by such figures, up to three months prior to the date of the prospectus;

(vi)in the case of issuers which have been engaged in business operations prior to the date of the offering, a fair reflection of the operations thereof, with historical figures of the issuer for at least three years or for the existence of the issuer where it has been in existence for a shorter period, including profit and loss statements of the issuer prepared by an independent public accountant, audited and prepared in accordance with standard accounting procedures. The operating figures provided as aforesaid shall cover a period ending not more than six months prior to the date of the prospectus. However, unaudited operating figures shall be provided for any subsequent period not covered by such figures up to three months prior to the date of the prospectus;

(vii)rights and limitations pertaining to participation by investors in increased future earnings;

(viii)percentage termination of leases over next 10 years or other period where more material;

(ix)business conditions in any particular business involved in the offering and peculiarities thereof, such as rapidity of obsolescence;

(x)the tax effects of depreciation policies to be followed;

(xi)the effect of success or failure of contemplated or essential present or future refinancing;

(xii)powers to refinance mortgages and other indebtedness;

(xiii)the assignability of the management (or net lease) agreement and liability therefor;

(xiv)the cancelability of the management (or net lease) agreement and liability therefor;

(xv)a detailed statement as to all material competition;

(xvi)general employment situation in the area involved;

(xvii)the names and addresses of the sellers and their true relationship to the promotion or offering;

(xviii)a summary of all material clauses in any relevant agreement, such as limited partnership or trust agreement, which are not otherwise covered in the prospectus (this shall include all rights and options of principals, promoters, offerors and management to purchase or otherwise liquidate the interests of investors or increase their equity or control);

(xix)where “management” is expected to assign actual management to an independent contractor, details including identification and qualified background of actual management;

(xx)whether principals (general partners, trustees, etc.) are or will be bonded;

(xxi)the existence or non-existence of a current trading market for the particular securities being offered;

(xxii)any existing lawsuits or other proceedings which could materially affect the offering or the venture or operation thereof;

(xxiii)assessed valuation (relevant factors such as: last change, next date for change);

(xxiv)whether interests assigned to principal promoters, such as general partners have been given a valuation arbitrarily set;

(xxv)all other information material to the offering.

13 NYCRR 16.3 - Advertising

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)All advertising in connection with an offering made by prospectus under the New York Real Estate Syndicate Act shall contain the following statement in easily readable print:

This advertisement is not an offering. No offering is made except by a prospectus filed with the Department of Law of the State of New York. The Attorney-General of the State of New York has not passed on or endorsed the merits of this offering.

(b)The statement required under the foregoing subdivision shall similarly be contained on the cover page of all circulars, flyers, cards, letters and other literature employed in connection with soliciting interest in the offering; except that a single page letter of transmittal actually accompanying a prospectus duly filed with the Department of Law need not contain such statement, if included therein it is accurately stated that the prospectus is transmitted herewith.

(c)No abbreviations shall be employed in connection with any such advertising, unless the meaning is unmistakably clear.

(d)No advertisement in any newspaper, magazine, periodical or other media shall contain any reference to a specific rate of distribution.

(e)Advertisements in newspapers, magazines or other periodicals shall be considered consistent with the prospectus if in the following form:

(1)name of offering; amount of offering; price per unit;

(2)if applicable, whether fee or leasehold or other interest being offered;

(3)name and address of distributor; and

(4)the legend required above for advertisements.

13 NYCRR 16.4 - Prefiling procedure (optional)

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)Prior to formal filing of prospectus literature, etc., an offeror may submit proposed offering (including advertising) literature to the Condominium, Theatre and Syndication Financing Bureau and request a conference. Four copies of such literature and two copies of an unsigned form RS-1 should accompany such request. Offerors and their counsel who wish prefiling conferences should be prepared to submit a full appraisal of the specific property or properties involved in the offering by a competent independent appraiser and all contracts and documents pertaining to the offering at the time of the submission of the above copies (see subd. [c] below).

(b)Prior to formal filing of an application for an exemption on the basis of full registration with the Securities and Exchange Commission, an offeror may submit two copies of his preliminary (“Red Herring”) prospectus, and full exhibit sheets and exhibits filed with that agency, as well as “letters of comment”, as received therefrom, and request comments from the Condominium, Theatre and Syndication Financing Bureau as to the likelihood of the granting of any exemption upon formal application at a later date.

(c)Exhibits and underlying documents to be submitted with proposed prospectus and exemption application.

The issuer should submit all relevant documents and index thereto relating to the offering including the following, where applicable:

(1)appraisal of the property or properties involved in the offering by a competent independent real estate appraiser including appraisal of the physical condition of the property, breakdown of land and improvements for depreciation purposes, appraisal of value of the property and basis therefor. In addition, copies of all appraisals of the property ever obtained by the issuer or principal should be submitted;

(2)partnership agreements, certificates of incorporation and bylaws, trust indentures and any other pertinent documents relating to the form of business organization;

(3)contract of sale of property;

(4)leases, deeds and other evidence of interest or of title held by issuer or principal; title report;

(5)actual or proposed leases or subleases of all or a major portion of the property materially affecting the issue or issuer;

(6)all relevant agreements, including options, to which the issuer is or was intended to be a party, or a successor in interest, including agreements and options to be performed or which have been performed by the issuer or its principals, and any agreement or option in which the issuer or principals have a beneficial interest or which can in any way materially affect the issuer, principals or the issue (Unless requested, this shall not include agreements made in the ordinary course of business unless affecting a significant portion of the issuer's assets or business or unless they affect the acquisition of an interest in real property.);

(7)mortgages on property, and interests evidenced by a writing presently owned by the issuer or to be acquired by it; modifications and extensions of same;

(8)any other instruments relating to debt of the issuer incurred or intended to be incurred, whether short or long term;

(9)instruments relating to pledge of stock or other interest of principals or issuer;

(10)specimen of security to be issued;

(11)all documents relating to underwriting, distribution and sale of securities;

(12)an affidavit setting forth in detail the incurred or expected expenses of the offering including such items as the following: legal, accounting, printing, recording, taxes, title insurance, brokerage, and other commissions, appraisals, advertisements and filing fee;

(13)affidavit regarding prior syndications by principals including a statement as to whether such syndications have paid anticipated distributions and a statement as to whether such distributions were made from then current earnings.

13 NYCRR 16.6 - Real estate investment trusts, real estate mutual funds, general real estate investment funds

No later Register activity identified in this check.

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

All of these regulations shall be binding on the aforesaid, insofar as applicable to such offerings.

13 NYCRR 16.7 - Annual reports

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)Within four months after the close of the fiscal year of all firms which have made or were required to make filings under section 352-e of the General Business Law there shall be filed with the Condominium, Theatre and Syndication Financing Bureau of the Department of Law two copies of form AR-1. Attached to such form should be a statement prepared by an independent public accountant setting forth in detail the amounts and sources of all distributions from each of the following, with details thereof:

(1)borrowed monies (secured or unsecured);

(2)loans or additional contributions from officers or partners or other principals or agents thereof;

(3)proceeds from the sale, transfer, option, exchange or other disposition (including involuntary conversion and insurance proceeds) of property or other assets, contracts, etc. (including monies received as deposit on contracts, returnable and unreturnable). In the determination of such “proceeds”, deferred payments and purchase money mortgages should be treated on the basis of accepted installment accounting principles;

(4)funds generated from operations, which funds should be defined to include net income as ascertained through the use of standard accounting practices adjusted so that depreciation allowances are not treated as an expense and payment of principal due on debt is deducted. However, in the case of motels, hotels, nursing homes, furnished apartment houses, and similar properties, personalty recurrently acquired for use in connection with real property should be deducted as an expense;

(5)other sources (giving details).

(b)In the preparation of the information called for in subdivision (a) above, it may be assumed that distributions were made: first, from current earnings from the period involved to the extent available; second, from retained earnings to the extent available; and thirdly, from funds generated from operations to the extent available. In the determination of current and retained earnings for this purpose, deferred payments and purchase money mortgages should be treated on the basis of accepted installment accounting principles. In regard to distributions from sources in excess of funds generated from operations the specific sources should be determined.

(c)Together with accountant's statements specified in subdivision (a) above, there should be submitted a copy of each quarterly “Source of Distribution Statement” (described in section 16.9 below) issued to owners of securities for and during the fiscal year. The quarterly statements should be summarized or recapitulated, and where said summary or recapitulation is not fully in agreement with the accountant's statement required by subdivision (a) above, an appropriate statement of reconciliation should be supplied.

13 NYCRR 16.8 - Other provisions

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)In the case of limited partnership syndications within the terms of section 352-e of the General Business Law, a letter permitting the filing of the offering to be issued by the Attorney-General may be conditioned upon the general partner or other principals filing within 20 days of the closing of title, a certified copy of the original and amended limited partnership certificate as filed with the office of the appropriate county clerk; and that in the event there is any “warehousing” or other pledging or collateral agreement involving unsold unit or units owned by the promoters that full disclosure thereof shall be made immediately to the Attorney-General and to investors to afford full and fair disclosure. If such financing may materially change or affect the offering, an offer of restitution shall be made to all prior subscribers or purchasers within 10 days prior to the closing of title.

13 NYCRR 16.9 - Sources of distributions

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)Beginning November 1, 1963, all partnerships, corporations, trusts, joint ventures, associations and other groups or entities, persons and offerors who were required heretofore since January 1, 1961 or who hereafter are required by article 23-A of the General Business Law to file an offering statement under section 352-e thereof, or who have obtained an exemption therefrom under section 352-g of article 23-A, or are granted such exemption hereafter, are hereby required to transmit to each of the then owners of securities of said issuer, who are residents of this State, at the end of each quarter thereafter of its respective fiscal year, but not later than 60 days from such date, a statement to be known as a “Source of Distribution Statement”, when such owners have been paid distributions from any source by such issuer for or during such quarterly period, which shall indicate clearly to each investor in the manner and form set forth in form SD-1 issued by the Attorney-General:

(1)Whether or not any payments of cash to any investors, partners, stockholders, etc., were made from any of the following sources, and the amounts thereof with full details:

(i)borrowed monies (secured or unsecured);

(ii)loans or additional contributions from officers or partners or other principals or agents thereof;

(iii)proceeds from the sale, transfer, option, exchange or other disposition (including involuntary conversion and insurance proceeds) of property or other assets, contracts, etc. (including monies received as deposit on contracts, returnable and nonreturnable). In the determination of such “proceeds”, deferred payments and purchase money mortgages should be treated on the basis of accepted installment accounting principles;

(iv)funds generated from operations, which funds should be defined to include net income as ascertained through the use of standard accounting practices adjusted so that depreciation allowances are not treated as an expense and payment of principal due on debt is deducted. However, in the case of motels, hotels, nursing homes, furnished apartment houses and similar properties, personalty recurrently acquired for use in connection with real property should be deducted as an expense;

(v)monies paid to the issuer by lessees or other obligors as a result of a transaction where rent or other obligations due are intended to be made primarily from the operations of a particular property or properties where the issuer or any principal of the issuer has a material direct or indirect interest in the lessees or obligors when it is known to the issuer or principal thereof that all or part of such monies emanated from sources other than recurrent business earnings of such obligors or lessees in connection with the operation of the particular property or properties concerned.

(2)In the event any payments of distributions were made solely from current or retained earnings (or similar classifications) for a prior fiscal or calendar year, the information required by paragraph (1) need not be given. In the determination of current or retained earnings for this purpose deferred payments and purchase money mortgages should be treated on the basis of accepted installment accounting principles.

(3)In the preparation of the information called for in paragraphs (1) and (2) above it may be assumed that such payments were made first from current earnings for the period involved to the extent available; secondly from retained earnings to the extent available; and thirdly from funds generated from operations to the extent available. In regard to distributions from sources in excess of funds generated from operations, the specific sources should be determined.

(4)Whether during the aforesaid period of time there has been any material default by the issuer in payment of any mortgage, taxes, interests or other obligation or obligations on secured or unsecured debt. If not, no express representation need be made.

(5)Whether any reserve set up for a purpose other than the payment of distributions to investors has been reduced or terminated by application of funds therein for purposes materially different from that for which said reserve was established. If not, no express representation need be made.

(6)Whether the principal officers or directors of the issuer have received any notice from any lessee or other person or firm of a material fact which may substantially affect future distributions. If not, no express representation need be made.

(7)Whether any loans or advances have been made to officers, partners, or directors of the issuer during the reporting period of time, indicating the authority upon which such monies were disbursed, and the full terms of such loans or advances. If not, no express representation need be made.

(8)Whether any general partner, officer, director or other principal has pledged or collateralized any of his stock, shares or interests in the issuer during the reporting period of time. Any such general partner, director or other principal shall provide such information to the issuer not later than 30 days from the end of each quarter of the issuer's fiscal year. If no such pledge or collateralization has taken place, no express representation need by made.

13 NYCRR 16.10 - Review by residents of proposed submission of an offering plan to convert residential premises to cooperative or condominium ownership

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(General Business Law, § 352-e[2-a])

(a)Definitions.

(1)Review shall mean inspection, examination, reading or perusal.

(2)Proposed submission shall mean the initial proposed offering plan which shall include an affidavit of no excessive long term vacancies.

(3)Resident shall mean occupant, tenant, subtenant of each of the apartments in the affected premises or their attorneys.

(b)Review of proposed submission: With respect to any proposed offering involving conversion of a rented building or groups of buildings or development to cooperative or condominium status within the State of New York, the offeror shall give each and every resident a 15 day period after the date of the submission of the proposed offering plan to the Attorney General for examination of the said proposed submission. Said period of examination shall commence on the date of submission to the Attorney General or within three calendar days after mailing notice to residents pursuant to subdivision (c) of this section with enclosures required pursuant to subdivision (e) of this section.

(c)Notice to residents.

Written notice of said proposed submission shall be mailed to each resident of the premises sought to be converted and a copy thereof posted in a prominent place in the lobby or lobbies of the building or buildings affected. Said notice shall set forth the date when the proposed submission was made to the Attorney General which shall be the same date the aforesaid notice of opportunity to review shall be mailed to the residents.

(d)Enclosures with notice to residents.

The notices mailed to residents shall be accompanied by the initial proposed offering plan and a copy of the affidavit of no excessive long term vacancies. On the face of the proposed plan, there shall be printed in red ink, the following legend:

“A PROPOSED OFFERING PLAN RELATING TO CONVERSION TO COOPERATIVE (OR CONDOMINIUM) STATUS OF THE APARTMENTS IN THIS BUILDING HAS BEEN SUBMITTED TO THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK, BUREAU OF SECURITIES AND PUBLIC FINANCING, BUT HAS NOT BEEN ACCEPTED FOR FILING AND HAS NOT YET BECOME EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE APARTMENTS MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED UNTIL SUCH TIME AS A COMPLETED OFFERING PLAN HAS BEEN ACCEPTED FOR FILING AND A FINAL COPY DELIVERED TO EACH PURCHASER.”

(e)Form of notice of residents.

The notice of residents of opportunity to review shall be in substantially the following form:

Name

Address

Date

Re: Address of Premises Proposed Conversion To Cooperative (or Condominium) Status

Dear Resident:

Please take notice that the undersigned sponsor has this day submitted to the Attorney General of The State of New York an initial proposed offering plan for the conversion of premises New York, to cooperative (or condominium) status. This is a preliminary plan which has not yet become effective.

Under the laws of the State of New York residents including tenants and subtenants have 15 days from the receipt of this plan within which to examine said proposed submission. Herewith enclosed for your convenience is a copy of the initial proposed offering plan which you may review and retain. Also included herewith is a copy of an affidavit of no excessive long term vacancies. One copy of these documents is also available for review during the same period at the New York State Department of Law, Real Estate Finance Bureau, 28 Liberty Street, New York, NY 10005.

If and when an offering plan is accepted for filing by the Attorney General pursuant to law you will be duly notified and a copy of the plan as accepted will be delivered to you. It is only thereafter that the offering will actually be made.

Comments regarding the proposed submission may be addressed to the sponsor with a copy forwarded to the New York State Department of Law, Real Estate Finance Bureau, 28 Liberty Street, New York, NY 10005, or you may wish to write to the Department of Law directly.

Very truly yours,

(f)Affidavit of service of notice.

An affidavit of such mailing and posting shall be mailed or delivered to the Attorney General and copies thereof shall be mailed to the residents within three days of service. Said affidavit shall include the name, address and apartment number of each such resident, tenant and subtenant, and a copy of said notice.

(g)Affidavit of no excessive long term vacancies.

(1)Definition.

(i)Long term vacancies shall mean apartments not leased and occupied by bona fide tenants or subtenants for more than five months prior to the date of a proposed submission.

(ii)Excessive shall mean double the normal average vacancy rate for the building or group of buildings or development for two years prior to the last preceding January 31 prior to the date of submission, in cases where apartments in the building or group of buildings or development were offered for the entire period involved.

(iii)Offered for entire period involved shall mean operated as rental property for the entire period involved.

(2)The affidavit of no excessive long term vacancies sworn to by the sponsor (if a corporate sponsor, by its president) shall contain a representation of the average vacancy rate for two years prior to the last preceding January 31 prior to the date of submission and a representation setting forth the vacancy rate for the five month period next preceding the date of submission of the proposed offering plan for conversion from rental to cooperative or condominium status.

(i)Annexed to the affidavit and made a part thereof as exhibit “A” shall be a schedule of apartments located in the premises sought to be converted which shall contain a list of all apartments, the names of the tenants (or occupants, if different from the tenant), the date of commencement of the term of their occupancy and the termination thereof for the two year period to the last preceding January 31.

(ii)Annexed to said affidavit and made a part thereof as exhibit “B” shall be a schedule of apartments located in the premises sought to be converted which shall contain a list of all apartments, the names of the tenants (or occupants, if different from the tenant), the date of their occupancy and termination thereof for a five-month period next preceding the date of submission of the proposed offering plan.

(iii)Annexed to the affidavit and made a part thereof as exhibit “C” shall be a schedule of apartments and the names of the tenants or occupants who are related to the sponsor or any of its principals by blood or marriage or who are employees or agents of the sponsor or selling agent or who have had prior business or professional relations with the sponsor or selling agents or any of their principals.

(iv)Annexed to the affidavit and made a part thereof as exhibit “D” shall be a schedule showing in part I the vacancy rate for the two-year period prior to next preceding January 31st and how calculated, and in part II the vacancy rate for the five-month period next preceding the date of submission of the proposed offering plan and how calculated.

13 NYCRR 16.11 - Guidelines for non-specified property real estate syndication offerings

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)These guidelines apply to nonspecified property syndications (hereinafter called “programs”) in the form of limited partnerships. To the extent appropriate, they will also be applied to nonspecified property programs in forms other than limited partnerships. As used herein, the term nonspecified property or blind pool program shall mean an investment program in which the offering statement or prospectus does not clearly set forth the specific property or properties to be purchased, leased, mortgaged or otherwise financed with at least 75 percent of the net proceeds of the offering; or a program in which the proceeds of any sale or refinancing of properties may be reinvested. Reserves shall be included in the nonspecified 25 percent.

(b)This section is not intended to be exclusive. All of the regulations, requirements, standards and policies of the Department of Law otherwise applicable to real estate syndication offerings shall apply to nonspecified property programs.

(c)These guidelines set forth some of the criteria that will be weighed in exercising the discretion contained in sections 352-e(1)-(2), 252-g and 359-f(2) of the General Business Law. The Department of Law retains full discretion to refuse to issue a filing letter or to deny an exemption to a nonspecified property offering which meets all of the conditions of this section, whenever in its sole judgment such refusal or denial is warranted by the particular facts and circumstances and is necessary for the protection of investors.

(d)In determining whether to issue a filing letter or grant an application to exempt from filing a nonspecified property offering, the Attorney General will apply the following guidelines:

(1)Statement of policy regarding real estate programs.

All of the provisions of the “Statement of Policy Regarding Real Estate Programs” adopted by the North American Securities Administrators Association, Inc. and currently in effect, are incorporated herein by reference. Those provisions are an integral part of these guidelines and will be applied to nonspecified property programs except to the extent that particular requirements of this subdivision are more stringent than, and therefore supersede, specific requirements thereof.

(2)Minimum capitalization.

The minimum gross proceeds of the offering must be at least $2,500,000.

(3)Maximum capitalization.

Offerings of total dollar amounts which are excessively large in relationship to the prior experience and demonstrated capabilities of the principals or are otherwise inconsistent with responsible investment criteria, will be denied exemption or refused filing.

(4)Experience of sponsor.

The sponsor(s) or at least one principal must establish that he has had the equivalent of not less than five years experience in the acquisition and management of the type of properties to be acquired; or otherwise must demonstrate to the satisfaction of the Attorney General that he has sufficient related knowledge and experience to acquire and manage the type of properties to be acquired.

(5)Net worth of general partner.

The financial condition of the general partner(s) or other principals liable for the debts of the program, must be commensurate with any financial obligations assumed in the offering and in the operation of the program. As a minimum, the general partners shall have an aggregate financial net worth exclusive of homes, automobiles and home furnishings, of the greater of either $250,000 or an amount at least equal to five percent of the gross amount of all offerings sold within the prior 12 months, plus five percent of the current offering, to an aggregate maximum net worth requirement of $1,500,000. Evaluation will be made of contingent liabilities and the use of promissory notes to determine the appropriateness of their inclusion in computing net worth.

(6)Suitability standards.

Suitability standards for investors must be imposed which are reasonable in light of the type of program, its specific tax orientation, the lack of liquidity, limited transferability and the inherent risk involved. Unless the Department of Law approves a lower suitability standard, each investor shall have a minimum annual gross income of $35,000 and a net worth of $35,000 or alternatively, a net worth of $100,000. For high risk offerings, higher suitability standards may be required. Net worth shall be determined exclusive of home, home furnishings and automobiles.

(7)Suitability reports.

The sponsor or general partner of the program shall file a pre-effective undertaking with the Attorney General that all New York residents purchasing interests in the program will be appropriate in light of the required suitability standards and a post closing affidavit (which may be based on written representations of the underwriters and purchasers) confirming that the suitability requirements have been met with respect to such purchasers.

(8)Minimum investment.

A minimum initial cash purchase of $2,500 per investor shall be required. However a minimum of $1,000 shall apply to a purchase by an individual retirement account. Subsequent transfers of such interest shall be in units of not less than $2,500, except for transfers by an individual retirement account, transfers by gift, inheritance, intra-family transfers, transfers subsequent to the preceding, and transfers to affiliates.

(9)Investment objectives.

(i)The prospectus must contain an accurate and detailed statement of the investment pruposes of the program, the types of properties to be acquired and, to the extent practicable, the investment criteria to be applied. The size and scope of projects shall be consistent with the objectives of the program and the experience of the sponsor.

(ii)The prospectus must restrict investments in unimproved and nonincome producing property to not more than 15 percent of the proceeds available for investment.

(10)Reinvestment.

(i)The program must provide that if acquired property is sold or refinanced and the proceeds are reinvested, acquisition or other fees or commissions for reinvestment may be paid directly or indirectly to the sponsors or their affiliates only if the limitation on maximum compensation for investment in properties is not exceeded.

(ii)Offerings not registered with the SEC will generally be required to return to the partners all net proceeds upon the sale or refinancing of property.

(11)Escrow required.

(i)The prospectus must contain an undertaking that prior to the initial closing of the offering, all moneys received from subscribers will be held in trust for their benefit in a special escrow account; that all moneys received from subscribers after an initial closing will also be held in trust for their benefit in a special escrow account; and that a subscriber's funds will only be released to the issuer pursuant to a closing at which the subscriber becomes a partner or other participant.

(ii)The prospectus must contain an undertaking that proceeds of the offering will be received by the issuer at any closing to be used only for the purposes set forth in the prospectus and that any proceeds not invested or committed within two years from the date of effectiveness (except for necessary operating capital) shall be distributed pro rata to the partners as a return of capital.

(12)Nonspecified status.

The cover page identification of material risks shall include an appropriate statement to the effect that prospective investors will not have the opportunity to evaluate any real properties to be acquired by the partnership because the partnership owns no real property, has not identified any specific property it intends to purchase and does not have an operating history. Include a cross-reference to further information in the prospectus.

(13)Cross-reference sheet.

A cross-reference sheet must be submitted for each nonspecified property program, setting forth:

(i)the specific location in the partnership agreement and/or prospectus of compliance with, or variance from, each of the provisions of these guidelines;

(ii)the specific variance from each provision, including the provisions of the NASAA “Statement of Policy Regarding Real Estate Programs” (paragraph [1] of this subdivision) or that specific provisions are inapplicable; and

(iii)the specific section of the partnership agreement incorporating each provision which NASAA “Statement of Policy Regarding Real Estate Programs” (paragraph [1] of this subdivision) requires to be included in the partnership agreement.

13 NYCRR 16.12 - Exemptions

No later Register activity identified in this check.

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Dates and status

Compiling agency: Department of Law
Text status: Source receipt
Compiled text through: Jan 15, 2026
Register checked through: July 29, 2026/Vol. XLVIII, Issue 30 (2026-07-29)
Activity status: No later Register activity identified in this check.
Source snapshot: Jun 6, 2026

(a)Upon written application sworn to by a general partner, trustee, officer or other principal of the issuer, the Department of Law may, in its discretion, by ruling exempt an offering from any provision of this Part or from the provisions of section 352-e, 352-f or 359-e of the General Business Law where it is found that enforcement of such provisions is not necessary to protect the investing public or to effectuate the purposes of the General Business Law. The fees imposed by the General Business Law must be paid to obtain exemptions under this section.

(b)Applications for exemptions pursuant to this section shall comply as to form and content with exemption instructions issued by the Department of Law and available at its offices at:

New York State Department of Law, Real Estate Finance Bureau, 28 Liberty Street, New York, NY 10005, Telephone No. (212) 416-8122.

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