§ 72 — Housing companies; how created

New York § 72

• Jurisdiction: New York
• Law PVH: Private Housing Finance
• Art. 4: Limited Dividend Housing Companies

Text

§ 72. Housing companies; how created. 1. Three or more persons may\nbecome a housing company which is a corporation, for the purpose of\ncarrying out a project or projects, on making, signing, acknowledging\nand filing a certificate which shall contain:\n (1) The name of the proposed housing company.\n (2) The purposes for which it is to be formed which shall be as\nfollows: To acquire, construct, maintain and operate projects.\n (3) The amount of the capital shares, and if any be preferred shares,\nthe preference thereof.\n (4) The number of shares of which the capital shall consist, all of\nwhich shall have a par value.\n (5) The city, village or town and county or borough in which its\nprincipal business office is to be located and the address to which the\nsecretary of state shall mail a copy of process in any action or\nproceeding against the housing company which may be served upon him.\n (6) Its duration, which shall not be less than twenty years.\n (7) The number of directors, which shall not be less than three.\n (8) The names and post-office addresses of the directors for the first\nyear.\n (9) The names and post-office addresses of the subscribers to the\ncertificate and a statement of the number of shares which each agrees to\ntake in the housing company.\n (10) A provision that the real property of the housing company shall\nnot be sold, transferred or assigned except under and pursuant to the\nterms and provisions of this article.\n (11) A declaration that all of the subscribers to the certificate are\nof full age; that at least two-thirds of them are citizens of the United\nStates and that at least one of them is a resident of the state of New\nYork; that at least one of the persons named as a director is a citizen\nof the United States and a resident of the state of New York.\n (12) That the secretary of state is designated as the agent of the\nhousing company upon whom process in any action or proceeding against it\nmay be served.\n 2. (1) A housing company may be created as a general partnership by\nthe partners signing, acknowledging and filing as hereinafter provided a\ncertificate which shall contain:\n (a) The matters set out in paragraphs one, two, five, six, and ten of\nsubdivision one of this section.\n (b) The names and post-office addresses of the partners.\n (c) A statement of the capital of the partnership.\n (d) A declaration that all the partners are of full age, that at least\ntwo-thirds of them are citizens of the United States, and that at least\none of them is a resident of the state of New York.\n (2) A housing company may be created as a limited partnership by the\npartners filing as provided herein a copy of the certificate filed with\nthe county clerk pursuant to article eight of the partnership law. The\npartners shall at the same time sign, acknowledge and file a further\ncertificate which shall contain the matters set out in paragraphs one,\ntwo, five, six and ten of subdivision one of this section and a\ndeclaration that all the general partners are of full age, and at least\ntwo-thirds of them are citizens of the United States, and at least one\nof them is a resident of the state of New York.\n 3. A housing company may be created as a trust by the settlor signing,\nacknowledging and filing as hereinafter provided a certificate which\nshall contain:\n (1) The matters set out in paragraphs one, two, five, six, and ten of\nsubdivision one of this section.\n (2) A statement of the capital of the trust.\n (3) The name and post-office address of the trustee or trustees.\n (4) The name and post-office address of any person having a beneficial\ninterest, whether vested or contingent, under the trust.\n (5) A declaration that all the trustees are of full age; that at least\ntwo-thirds of them are citizens of the United States, and that at least\none of them is a resident of the state of New York.\n 4. A certificate made pursuant to this section shall further contain a\ndeclaration that the housing company has been organized to serve a\npublic purpose and that it shall remain at all times subject to the\nsupervision and control of the commissioner or of other appropriate\nstate authority; that all real estate acquired by it and all structures\nerected by it, shall be deemed to be acquired for the purpose of\npromoting the public health and safety and subject to the provisions of\nthis article, and that the shareholders, partners or in the case of a\ntrust, the settlor, trustees or beneficiaries as their interest may\nappear, shall be deemed to have agreed that they shall at no time\nreceive or accept from the housing company, in repayment of their\ninvestment or interest in its capital, any sums in excess of the par\nvalue of the shares, or of the amount of their contribution to, or\nbeneficial interest in capital, together with cumulative distributions\nupon capital at the rate of six per centum per annum, and that any\nsurplus in excess of such amount if said company shall be dissolved, or\nterminated, in the case of a housing company which is a trust, shall be\npaid into the general fund of the state of New York if the buildings and\nimprovements of the project have not received exemption from taxation by\nthe municipality pursuant to subdivision three or four of section\nninety-three, or if the company has not received a loan from the\nmunicipality, but if such tax exemption or loan has been received, any\nremaining surplus shall be paid into the general fund of the\nmunicipality.\n 5. A certificate made pursuant to the provisions of this section may\nprovide that in the event that income debenture certificates are issued\nby the housing company, the owners thereof may be given the same right\nto vote as they would have if possessed of shares of equivalent par\nvalue in the case of a corporation or if they had contributed capital in\nthe case of a partnership or had a beneficial interest under the trust\nvested in the case of a trust, of the amount of the income debenture\ncertificates held by them.\n If provision is made for the issuance of income debenture\ncertificates, interest shall be paid by the housing company on income\ndebenture certificates only out of net earnings of the housing company\nthat would be applicable to payment of distributions if there were no\nincome debentures.\n 6. The certificate may permit the retirement of income debenture\ncertificates and capital of the housing company if, as and when there\nshall be funds available in the treasury of the housing company from the\nreceipt of amortization or sinking fund installments for that purpose as\nprovided for by this article, but the amount so retired shall not exceed\nninety per centum of the par value of shares or amount of the capital\nand the face value of income debentures issued and outstanding at the\ntime of the final completion of the building or buildings embraced in\nthe project.\n