§ 352-e. Real estate syndication offerings. 1. (a) It shall be illegal\nand prohibited for any person, partnership, corporation, company, trust\nor association, or any agent or employee thereof, to make or take part\nin a public offering or sale in or from the state of New York of\nsecurities constituted of participation interests or investments in real\nestate, mortgages or leases, including stocks, bonds, debentures,\nevidences of interest or indebtedness, limited partnership interests or\nother security or securities as defined in section three hundred\nfifty-two of this article, when such securities consist primarily of\nparticipation interests or investments in one or more real estate\nventures, including cooperative interests in realty, unless and until\nthere shall have been filed with the department of law, prior to such\noffering, a written statement or statements, to be known as an "offering\nstatement" or "prospectus" concerning the contemplated offering which\nshall contain the information and representations required by paragraph\n(b) of this subdivision unless the security offering is exempted\nhereunder or under section three hundred fifty-nine-f, subdivision two,\nof this article by rule or action of the attorney general. The term\n"real estate" as used in the paragraph shall not include mineral, oil or\ntimber leases or properties, or buildings, structures, land or other\nrealty housing or containing business offices or industry, owned or\nleased by the issuer, where the issuer is not primarily engaged in the\nbusiness of buying and selling such building or other realty or leases\nor interests therein. The circulation or dissemination of a non-firm\noffer (including circulation or dissemination of a preliminary\nprospectus pursuant to section ten (b) of the securities act of nineteen\nhundred thirty-three, and the rules thereto appertaining) shall not\nconstitute making or taking part in a public offering within the meaning\nof this section.\n (b) The detailed terms of the transaction; a description of the\nproperty, the nature of the interest, and how title thereto is to be\nheld; the gross and net income for a reasonable period preceding the\noffering where applicable and available; the current gross and net\nincome where applicable and available; the basis, rate and method of\ncomputing depreciation; a description of major current leases; the\nessential terms of all mortgages; the names, addresses and business\nbackground of the principals involved, the nature of their fiduciary\nrelationship and their financial relationship, past, present and future,\nto the property offered to the syndicate and to those who are to\nparticipate in its management; the interests and profits of the\npromoters, offerors, syndicate organizers, officers, directors, trustees\nor general partners, direct and indirect, in the promotion and\nmanagement of the venture; all restrictions, if any, on transfer of\nparticipants' interests; a statement as to what stock or other security\ninvolved in the transaction, if any, is non-voting; a statement as to\nwhat disposition will be made of the funds received and of the\ntransaction if not consummated, which statement shall represent that all\nmoneys received from the sale of such securities until actually employed\nin connection with the consummation of the transaction as therein\ndescribed, shall be kept in trust and that in the event insufficient\nfunds are raised through the offering or otherwise to effectuate the\npurchase or purchases or other consummation of the contemplated\ntransaction, or that the intended acquisition shall not be completed for\nany other reason or reasons, then such moneys, less such amounts\nactually employed in connection with the consummation of the\ntransaction, shall be fully returned to the investor; which of the\nsecurities offered are unsecured; clearly distinguish between leasehold\nand fee ownership, between fact and opinion; a commitment to submit\nan
‹ Prev All New York sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.