(a)Applicability.The offering statement or "offering plan" required by section 352-e of the General Business Law ("GBL") for a timesharing plan is subject to this Part. Offerings subject to this Part are not subject to any other Part. Resales by individual purchasers of individual timeshare units are not subject to the filing requirements of section 352-e of the GBL. In projects which are otherwise fully sold out, resales by sponsor of units upon which the sponsor has foreclosed are not subject to the filing requirements of section 352-e of the GBL.
(b)Standard of compliance.An offering plan must, at a minimum:
(1) contain in detail the terms of the transaction and be complete, current and accurate;(2) afford potential investors, purchasers and participants an adequate basis upon which to found their judgment;(3) not omit any material fact;(4) not contain any untrue statement of a material fact;(5) not contain any fraud, deception, concealment, suppression, false pretense or fictitious or pretended purchase or sale;(6) not contain any promise or representation as to the future which is beyond reasonable expectation or unwarranted by existing circumstances; and(7) not contain any representation or statement which is false, where the sponsor or the person who made such representation or statement; (ii) with reasonable effort could have known the truth;(iii) made no reasonable effort to ascertain the truth; or(iv) did not have knowledge concerning the representation or statement made.(c)Definitions.(1) As used in this Part, sponsor means any person, partnership, joint venture, corporation, company, trust, association or other entity which makes or takes part in a public offering or sale, in or from the State of New York, of securities consisting primarily of shares or participation interests or investments in real estate, including cooperative interests in realty. Sponsor shall not be deemed to include a selling agent who has complied with section 359-e of the General Business Law or an attorney or other expert retained by the sponsor solely to render professional advice or opinions in connection with this offering.(2) As used in this Part, principal means all individual sponsors, all general partners of sponsors that are partnerships, all officers, directors and shareholders of a corporate sponsor that are actively involved in the planning or consummation of the offering or who have decision-making authority to act, and all other individuals who both:(i) own an interest in or control the sponsor; and(ii) actively participate in the planning or consummation of the offering, regardless of the form of organization of sponsor.(3) As used in this Part, timesharing plan means any arrangement, excluding exchange programs, the primary purpose of which is to provide each of three or more purchasers with the right to use and occupy a unit or units for a period of time which is less than a full year in any particular year at any particular location, and which continues for a period of more than three years, or which, for nominal consideration, may be renewed to continue for a period of more than three years.(4) As used in this Part, timeshare means the interest acquired by a purchaser under a timesharing plan.(5) As used in this Part, interval means that period of time during which a timeshare owner is entitled to the possession and use of a unit.(6) As used in this Part, unit means that portion of the real property of a timesharing plan designated for the exclusive use and occupancy of a timeshare owner during his or her interval, including but not limited to condominium units, cooperative apartments, campsites, lots, homes and town houses.(7) As used in this Part, fee timesharing plan means a timesharing plan in which purchasers receive: (i) a recordable undivided fee-simple interest in a unit, and any appurtenant interest in common areas, as tenant in common with the other purchasers of timeshares in that unit;(ii) a recordable estate-for-years in a unit, and any appurtenant common areas, with a vested undivided fee-simple interest in the remainder as tenant in common with the other purchasers of timeshares in that unit; or(iii) a recordable fee-simple interest in a unit, and any appurtenant common areas, for a particular interval.(8) As used in this Part, leasehold timesharing plan means any timesharing plan in which purchasers receive a recordable leasehold interest in a unit and any appurtenant interest in common areas.(9) As used in this Part, cooperative timesharing plan means a timesharing plan in which purchasers receive shares in a cooperative corporation which owns or leases the timeshare property.(10) As used in this Part, right-to-use timesharing planmeans any timesharing plan which is not a fee timesharing plan, a leasehold timesharing plan or a cooperative timesharing plan.(11)Filing means the issuance of a letter from the Attorney General stating that an offering plan or amendment has been accepted for filing.(12)Digital copy means a copy that is identical in content to a paper copy except that it is recorded electronically in read-only .pdf format or other electronic format that the Department of Law determines to be acceptable. Digital copies of the plan shall include all the supporting documents included in part II of the plan. Digital copies of the exhibits to the plan shall include all documents referenced in section 24.2(c)(4) of this Part, as applicable. Digital copies of the amendment shall include all exhibits, back-up documents, and other supplemental documents annexed to the amendment, as applicable. The Department of Law shall periodically issue a Guidance Document as defined by State Administrative Procedure Act section 102(14), setting forth particular guidelines and procedures for the submission of digital copies. Such Guidance Document will be available on the Department of Law's website, as required by State Administrative Procedure Act section 202(e).(d)Time of review.After submission of the proposed offering plan for filing, the Department of Law shall issue a letter to the sponsor or sponsor's attorney, stating that the plan is filed, or indicating deficiencies. The Department of Law shall issue such letter for an offering plan subject to this Part no later than 30 days after the date of submission of the proposed offering plan. In instances where an amendment to an offering plan is submitted for filing for an out-of-state timesharing public offering which amendment has been approved or accepted for filing in the situs state, the Department of Law shall issue such letter no later than five business days after the date of submission of the proposed amended offering plan along with evidence of the approval or acceptance of the amendment by the situs state. The Department of Law may issue a deficiency letter whenever it appears:
(1) that the department cannot make any finding mandated by law; or(2) that the proposed offering plan is deficient in one or more respects. The Department of Law may, in its discretion, deem an offering plan or amendment not submitted if the proposed offering plan, amendment and/or exhibits are incomplete and therefore do not meet the requirements of section 24.2 or 24.5(b) of this Part.(e)Revisions.Following submission of a proposed offering plan, revisions must be made to reflect any material change of fact or circumstances pertaining to the proposed offering, the offerors, the property involved, the condition of the premises, or the costs of ownership and operation of the property, so that the offering plan may continue to comply with subdivision (b) of this section. Such revisions shall be submitted to the attorney assigned by the Department of Law to review the proposed offering plan. The Department of Law may issue a deficiency letter and/or require resubmission of a new offering plan if the revisions reflect matters of fact or circumstances which were known or should have been known to the sponsor at the time of original submission, or substantially change the nature or terms of the offering, or if the plan as revised comes within the grounds stated in subdivision (d) of this section. After the offering plan is filed, the plan must be amended periodically as required by section 24.5 of this Part.
(f)Statutory compliance.Unless expressly provided herein, nothing contained in this Part shall be construed as limiting the requirements set forth in article 23-A of the General Business Law.
(g)Out-of-state timesharing plans.A sponsor of a timesharing plan for property located outside of New York State which makes or takes part in a public offering or sale, in or from the State of New York of cooperative interests in realty must file an offering plan with the Department of Law that provides the full and fair disclosure required by law, including this Part. To comply with this requirement, the sponsor of an out-of-state plan may file a complete offering plan drafted in accordance with New York law and this Part. In the alternative, the Department of Law may allow the sponsor to file the offering plan approved by or filed with the state or jurisdiction in which the timeshare property is located or the offering plan for another state where the timeshare is registered, together with an addendum, containing such additional disclosure as is required by this Part. The sponsor must represent that the plan complies with all applicable local laws.
(h)Exemptions.(1) Upon written application of the sponsor or sponsor's attorney, the Department of Law, in its discretion may by ruling exempt a plan from the application of any provision of this Part where it is found that enforcement of the provision is not necessary to effectuate the purposes of the General Business Law or to protect the public interest. The application shall:(i) be annexed to and be submitted with the attorney's transmittal letter;(ii) set forth the provisions from which the exemption is sought and the grounds for the exemption; and(iii) be signed by the sponsor or the sponsor's attorney.(2) The transmittal letter and certifications required by section 24.4 of this Part shall be in the form required by this Part, without modification, and shall be based on the assumption that any exemption sought pursuant to this section has been granted. In the event that the Department of Law denies the application for exemption, the Department of Law shall issue a deficiency letter as provided in subdivision (d) of this section. No additional fee is required for an exemption application.(i)Exemption from General Business Law, section 359-e.A cooperative corporation whose shares are to be sold pursuant to an offering plan filed with the Department of Law is deemed exempted from the registration requirements of General Business Law, section 359-e, provided that all offering activities are engaged in exclusively by persons duly registered under the filing requirements of General Business Law, section 359-e. No application for exemption need be filed by a cooperative corporation exempted under this subdivision.
(j)Effectiveness of regulations.(1) This Part is effective immediately for timeshare offering plans submitted to the Department of Law after the effective date of this Part (January 29, 1985).(2) This Part is effective immediately for timeshare offering plans submitted to the Department of Law but not accepted for filing on the effective date of this Part.(3) Section 24.5 of this Part is effective immediately for amendments (to timeshare offering plans which were accepted for filing by the Department of Law before or after the effective date of this Part) submitted to the Department of Law after the effective date of this Part, or submitted to the Department of Law but not accepted for filing on the effective date of this Part.(4) Section 24.6 of this Part is effective immediately for advertisements of timeshare offering plans which were accepted for filing by the Department of Law before the effective date of this Part.(k)Abandonments, terminations and withdrawals.If the offering plan is withdrawn or terminated prior to filing, or is abandoned after filing, the sponsor shall execute and file form RS-3 promulgated by the Attorney General within five business days thereafter. If payments have been received, an accounting of the disposition of all funds received shall be included in form RS-3. The sponsor shall concurrently send written notice of abandonment to all purchasers, along with a full refund, and to all offerees who have arranged with the sponsor to visit the timeshare property in response to any advertising or promotional program.
(l)Disclaimers.The requirements set forth in section 24.3 of this Part apply to the offering plan generally, and shall not be negated or contradicted by inconsistent provisions in other portions of the offering plan, or by provisions purporting to discharge liability or to terminate the continuing effect of representations in the offering plan upon an event such as the closing or the delivery of shares with the proprietary lease. Disclaimer provisions, either direct, or indirect through stated reliance on an expert with respect to factual matters required to be represented or set forth in the offering plan, may not be included except as and to the extent permitted in this Part.
N.Y. Comp. Codes R. & Regs. Tit. 13 § 24.1
Amended New York State Register December 30, 2015/Volume XXXVII, Issue 52, eff. 2/1/2016Amended New York State Register July 3, 2018/Volume XL, Issue 27, eff. 7/3/2018