72. Housing companies; how created. 1. Three or more persons may become a housing company which is a corporation, for the purpose of carrying out a project or projects, on making, signing, acknowledging and filing a certificate which shall contain:
(1) The name of the proposed housing company.
(2) The purposes for which it is to be formed which shall be as follows: To acquire, construct, maintain and operate projects.
(3) The amount of the capital shares, and if any be preferred shares, the preference thereof.
(4) The number of shares of which the capital shall consist, all of which shall have a par value.
(5) The city, village or town and county or borough in which its principal business office is to be located and the address to which the secretary of state shall mail a copy of process in any action or proceeding against the housing company which may be served upon him.
(6) Its duration, which shall not be less than twenty years.
(7) The number of directors, which shall not be less than three.
(8) The names and post-office addresses of the directors for the first year.
(9) The names and post-office addresses of the subscribers to the certificate and a statement of the number of shares which each agrees to take in the housing company.
(10) A provision that the real property of the housing company shall not be sold, transferred or assigned except under and pursuant to the terms and provisions of this article.
(11) A declaration that all of the subscribers to the certificate are of full age; that at least two-thirds of them are citizens of the United States and that at least one of them is a resident of the state of New York; that at least one of the persons named as a director is a citizen of the United States and a resident of the state of New York.
(12) That the secretary of state is designated as the agent of the housing company upon whom process in any action or proceeding against it may be served.
2. (1) A housing company may be created as a general partnership by the partners signing, acknowledging and filing as hereinafter provided a certificate which shall contain:
(a) The matters set out in paragraphs one, two, five, six, and ten of subdivision one of this section.
(b) The names and post-office addresses of the partners.
(c) A statement of the capital of the partnership.
(d) A declaration that all the partners are of full age, that at least two-thirds of them are citizens of the United States, and that at least one of them is a resident of the state of New York.
(2) A housing company may be created as a limited partnership by the partners filing as provided herein a copy of the certificate filed with the county clerk pursuant to article eight of the partnership law. The partners shall at the same time sign, acknowledge and file a further certificate which shall contain the matters set out in paragraphs one, two, five, six and ten of subdivision one of this section and a declaration that all the general partners are of full age, and at least two-thirds of them are citizens of the United States, and at least one of them is a resident of the state of New York.
3. A housing company may be created as a trust by the settlor signing, acknowledging and filing as hereinafter provided a certificate which shall contain:
(1) The matters set out in paragraphs one, two, five, six, and ten of subdivision one of this section.
(2) A statement of the capital of the trust.
(3) The name and post-office address of the trustee or trustees.
(4) The name and post-office address of any person having a beneficial interest, whether vested or contingent, under the trust.
(5) A declaration that all the trustees are of full age; that at least two-thirds of them are citizens of the United States, and that at least one of them is a resident of the state of New York.
4. A certificate made pursuant to this section shall further contain a declaration that the housing company has been organized to serve a public purpose and that it shall remain at all times subject to the supervision and control of the commissioner or of other appropriate state authority; that all real estate acquired by it and all structures erected by it, shall be deemed to be acquired for the purpose of promoting the public health and safety and subject to the provisions of this article, and that the shareholders, partners or in the case of a trust, the settlor, trustees or beneficiaries as their interest may appear, shall be deemed to have agreed that they shall at no time receive or accept from the housing company, in repayment of their investment or interest in its capital, any sums in excess of the par value of the shares, or of the amount of their contribution to, or beneficial interest in capital, together with cumulative distributions upon capital at the rate of six per centum per annum, and that any surplus in excess of such amount if said company shall be dissolved, or terminated, in the case of a housing company which is a trust, shall be paid into the general fund of the state of New York if the buildings and improvements of the project have not received exemption from taxation by the municipality pursuant to subdivision three or four of section ninety-three, or if the company has not received a loan from the municipality, but if such tax exemption or loan has been received, any remaining surplus shall be paid into the general fund of the municipality.
5. A certificate made pursuant to the provisions of this section may provide that in the event that income debenture certificates are issued by the housing company, the owners thereof may be given the same right to vote as they would have if possessed of shares of equivalent par value in the case of a corporation or if they had contributed capital in the case of a partnership or had a beneficial interest under the trust vested in the case of a trust, of the amount of the income debenture certificates held by them.
If provision is made for the issuance of income debenture certificates, interest shall be paid by the housing company on income debenture certificates only out of net earnings of the housing company that would be applicable to payment of distributions if there were no income debentures.
6. The certificate may permit the retirement of income debenture certificates and capital of the housing company if, as and when there shall be funds available in the treasury of the housing company from the receipt of amortization or sinking fund installments for that purpose as provided for by this article, but the amount so retired shall not exceed ninety per centum of the par value of shares or amount of the capital and the face value of income debentures issued and outstanding at the time of the final completion of the building or buildings embraced in the project.
Last modified: February 3, 2019