Temporary Submission and Review Policies and Procedures Due to COVID-19 State of Emergency (6-28-2021)



____________________________________________________________________________________

STATE OF NEW YORK DEPARTMENT OF LAW

_________________________________

REAL ESTATE FINANCE BUREAU

M E M O R A N D U M

_________________________________

Re: Temporary Submission and Review Originally Issued: March 25, 2020

Policies and Procedures Due to Updated: June 28, 2021

COVID-19 State of Emergency

____________________________________________________________________________________

The New York State Department of Law (“DOL”) publishes this memorandum as a guidance document pursuant

to State Administrative Procedure Act § 102(14).

I. INTRODUCTION

Due to the COVID-19 state of emergency, most personnel in the DOL’s Real Estate Finance Bureau (“REF”)

currently are telecommuting. A limited number of REF’s administrative personnel remain in the office on

staggered schedules to process incoming physical submissions and other mail. REF operations thus will continue

during the state of emergency and REF remains committed to providing important services to New Yorkers.

However, REF’s processing and review of submissions may be delayed due to its alternative work schedule.

REF recognizes that the COVID-19 state of emergency also has disrupted the business operations of many

submitters to REF and that current REF policies and procedures may create logistical challenges for such

submitters. To that end, REF has enacted a number of temporary submission and review policies and procedures

that will provide limited relief to submitters while simultaneously ensuring the health of REF personnel and

adequately protecting New York purchasers and tenants. These temporary policies and procedures are detailed

herein and are effective as of the date of this guidance document and until further notice.

The time period during which REF’s temporary policies and procedures are effective shall be termed “the relief

period.” The relief period will continue until REF updates this guidance document to state that the relief period is

no longer in effect.

REF intends to update this guidance document in the near future to provide more details



This guidance document supersedes and replaces all previously issued versions of this guidance document, dated March 25, 2020, May 1,

2020, and September 18, 2020. The only changes made to this guidance document on June 28, 2021 were to indicate that (1) REF’s relief

period is no longer tied to New York Executive Order Number 202 Declaring a Disaster Emergency in the State of New York (“EO 202”),

(2) payments no longer may be delayed pursuant to EO 202.18, as further explained herein, (3) REF no longer will accept documents that

were notarized after June 24, 2021 in accordance with the virtual notary parameters set forth in EO 202.7, and (4) REF has set an extended

deadline for the submission of amendments pursuant to EO 202.18 and 202.55, as further described herein.

Previous versions of this guidance document stated that REF intended for the relief period to remain in effect as long as EO 202 remained

in effect. However, REF no longer will tie its relief period to EO 202; instead, the relief period will continue until REF updates this

guidance document to state that the relief period is no longer in effect.EO 202 is available at the following web address:

https://www.governor.ny.gov/sites/governor ny.gov/files/atoms/files/EO 202.pdf



regarding the end of the relief period. Notwithstanding the foregoing, REF reserves the right to extend or end the

relief period at any time, in its sole discretion, by updating this guidance document or issuing a new guidance

document. REF also reserves the right to modify or rescind the temporary relief policies and procedures detailed

herein at any time, in its sole discretion, by updating this guidance document.

All requirements pursuant to Article 23-A of the General Business Law (“the Martin Act”), REF’s regulations,

REF’s guidance documents, and other relevant laws and regulations remain in full force and effect during the

relief period, unless expressly stated herein or in any pertinent New York Executive Order. In addition, REF’s

relief period policies and procedures do not apply to violations that occurred, or began prior to, the start of the

relief period and have no impact on REF’s or the DOL’s ongoing enforcement activity. Furthermore, nothing

contained in this guidance document shall be construed to be a waiver of, or a limitation on, the Attorney

General’s authority to take enforcement action pursuant to the Martin Act and other applicable provisions of law,

except as expressly stated herein. Finally, the relief period policies and procedures detailed in this guidance

document apply only to REF and do not apply to other bureaus or units within the DOL.

II. TEMPORARY REF SUBMISSION AND REVIEW POLICIES AND PROCEDURES

(a) Sales After Expiration of the Term of the Offering Plan

The Martin Act requires that before a sponsor

of a cooperative interest in realty may offer or sell units, the

sponsor must submit an offering plan to REF. See GBL § 352-e(2). An initial offering plan is valid for twelve

months from the date REF accepts the offering plan for filing. The term of the initial offering plan may be

extended when REF accepts for filing an amendment to the offering plan. See, e.g., 13 NYCRR § 20.3(a)(5). All

sponsor sales and/or marketing activity must cease upon expiration of the term of the offering plan unless the term

is extended by amendment. See, e.g., 13 NYCRR § 20.5(c). If sponsor continues to sell and/or market units after

the term of the offering plan is expired, REF deems those sales to be “stale sales” and typically pursues

enforcement actions against the sponsor and its principals for violation of the Martin Act.

Until further notice, REF does not intend to pursue enforcement actions against sponsors or principals based

solely upon the marketing or sale of units/apartments/homes pursuant to an expired or “stale” offering plan.

Specifically, REF does not intend to commence new investigations of sponsors and principals for “stale sales”

activity that occurred after the start of the relief period. Additionally, until further notice, REF will not consider a

sponsor’s marketing or sale of units/apartments/homes pursuant to an expired or “stale” offering plan to be an act

triggering a right of rescission for purchasers.

Therefore, until further notice, sponsors do not need to submit amendments to REF that principally serve to

extend the term of the offering plan (i.e., “financial update amendments”). Notwithstanding the foregoing, REF

strongly encourages sponsors submit such amendments as they would under normal circumstances. In the

near future, REF intends to again pursue enforcement actions against sponsors or principals based upon the

marketing or sale of units/apartments/homes pursuant to an expired or “stale” offering plan. REF intends to

notify sponsors of its intention to again pursue such enforcement actions by updating this guidance document. At



Please note that any guidance detailed herein concerning EO 202.18 is not in effect for the duration of the relief period. Rather, such

guidance is in effect only for the duration of EO 202.18. Pursuant to EO 210, EO 202.18 was rescinded and deemed expired effective June

25, 2021. Therefore, this guidance document has been updated to reflect that delayed filing fee payments are no longer permitted and

submitters who previously delayed filing fee payments must pay those filing fees by the deadline specified herein. Please note that REF

reserves the right to modify or rescind its interpretation of the relevant provisions of EO 202.18 as detailed herein at any time, in its sole

discretion, by updating this guidance document.

Please note that the DOL’s Investor Protection Bureau has issued its own guidance regarding temporary relief period policies and

procedures

“Sponsor” means sponsor, successor sponsor, or holder of unsold shares wherever that term is used in this document.



such time, sponsors will need to submit financial update amendments prior to marketing or selling

units/apartments/homes pursuant to an expired or “stale” offering plan.

However, REF will provide sponsors with a grace period of at least ninety days before pursuing such enforcement

action. In effect, this means that (i) REF does not intend to pursue enforcement actions against sponsors or

principals based solely upon the marketing or sale of units/apartments/homes pursuant to an expired or “stale”

offering plan until at least ninety days after it updates this guidance document to state that it intends to again

pursue enforcement actions against sponsors or principals based solely upon the marketing or sale of

units/apartments/homes pursuant to an expired or “stale” offering plan, and (ii) sponsors who intend to market or

sell units/apartments/homes pursuant to an expired or “stale” offering plan will have at least ninety days from the

date REF updates this guidance document to file a financial update amendment with REF.

During the relief period, REF intends to continue to pursue enforcement action against sponsors and principals, as

warranted, for “stale sales” activity that occurred prior to the start of the relief period and intends to continue any

investigations regarding “stale sales” activity that commenced prior to the start of the relief period. REF also

intends to pursue enforcement actions against sponsors and principals, as warranted, for any failure to disclose

material and adverse changes to purchasers during the relief period. REF will consider the failure to disclose a

material and adverse change to a purchaser to be an act triggering a right of rescission for a purchaser.

The following is a non-exhaustive list of changes that REF would deem material and adverse for the purposes of

this guidance document (and thus would necessitate an amendment to the offering plan during the relief period).

1. The sponsor learns that the building’s actual cash operating expenses (excluding depreciation and

extraordinary or non-recurring items, but including capital repairs, replacements, and improvements) for a

fiscal year exceed its income by more than 15% percent.

2. Litigation is filed which may adversely affect the sponsor’s capacity to perform all of its obligations.

3. The sponsor learns, or should know, that the condominium, cooperative, homeowners association,

timeshare, or senior residential community is not meeting its current obligations.

4. The sponsor is not meeting its current obligations.

5. The sponsor is subjected to a judgment in any civil or criminal action or proceeding which adversely

affects the offering plan or the sponsor’s fitness as an offeror of real estate securities.

6. The sponsor learns, or should know, of facts or circumstances which may in reasonable likelihood result

in material increases in maintenance charges or common charges because of extraordinary expenses to the

condominium, cooperative, homeowners association, timeshare, or senior residential community,

including, but not limited to, assessments or liabilities, outstanding uncured violations of record,

dangerous and hazardous building conditions, or pending litigation.

7. There is an increase of 25% or more in the budget or projected budget of the property.

8. There is an increase of 25% or more in the property’s projected or assessed property taxes.

9. The sponsor makes a change in the size or number of units and/or their respective percentages of common

interest.

10. The sponsor materially decreases the size or quality of common elements.

11. There is an architectural, engineering, or other physical change to any common element or any

unit/apartment/home being offered (or any of its components), other than a substitution of “equal or better

quality” as defined in the offering plan.

12. There is a material decrease in the square footage of any unit/apartment/home being offered.

13. There is a change to the identities of the sponsors or principals of the offering plan.

See, e.g., 13

NYCRR Part 20.3(ab).



It shall be within REF’s sole discretion to determine what constitutes a material decrease in the quality of common elements.

Please note that there is a rebuttable presumption that a decrease in square footage of 5% or less is not material.

REF will not consider a change to sponsor’s address to be a change necessitating an amendment to the offering plan during the relief

period.



Any doubts regarding whether a change is material and adverse should be resolved in favor of submitting an

amendment with the change.

Please note that REF does intend to continue to pursue enforcement actions against sponsors and principals, as

warranted, for failure to submit effectiveness and post-closing amendments during the relief period. Therefore,

sponsors are advised to continue submitting such amendments to REF during the relief period, as appropriate.

Additionally, after the conclusion of the grace period described above in this subsection, REF intends to pursue

enforcement actions against sponsors and principals in connection with the marketing or sale of

units/apartments/homes pursuant to an expired or “stale” offering plan where “stale sales” activity occurred after

the conclusion of such grace period. REF does not intend to pursue enforcement actions against sponsors and

principals based solely upon the marketing or sale of units/apartments/homes pursuant to an expired or “stale”

offering plan where “stale sales” activity occurred after the start of the relief period and before the end of the

grace period described above in this subsection.

(b) Price Change Only Amendments

REF’s regulations require that the offering prices set forth in an offering plan’s Schedule A must be changed by a

duly filed amendment to the offering plan when the change in price is an across-the-board increase or decrease

affecting one or more lines of units or unit models, or is to be advertised, or is a price increase for an individual

purchaser. See, e.g., 13 NYCRR Part 20.3(k). REF’s regulations permit the submission of amendments solely

limited to price changes; such amendments are “price change only amendments” and are deemed accepted for

filing upon their submission to REF. See, e.g., 13 NYCRR Part 20.5(d)(1).

Until further notice, REF does not intend to pursue enforcement actions against sponsors or principals based

solely upon the failure to file price change only amendments with REF prior to offering or selling units/

apartments/homes at prices different than the most recently disclosed and filed offering price. Additionally, until

further notice, REF will not consider a sponsor’s failure to file a price change only amendment prior to offering or

selling units/apartments/homes at prices different than the most recently disclosed and filed offering price to be an

act triggering a right of rescission for purchasers.

Therefore, until further notice, sponsors do not need to submit price change only amendments to REF.

Notwithstanding the foregoing, REF highly recommends that sponsors submit such amendments as they

would under normal circumstances. In the near future, REF intends to again pursue enforcement actions

against sponsors or principals based upon the failure to file price change only amendments with REF prior to

offering or selling units/apartments/homes at prices different than the most recently disclosed and filed offering

price. REF intends to notify sponsors of its intention to again pursue such enforcement actions by updating this

guidance document. At such time, sponsors will need to submit price change only amendments with REF prior to

offering or selling units/apartments/homes at prices different than the most recently disclosed and filed offering

price pursuant to REF’s regulations. In the updated guidance document, REF also intends to provide instructions

regarding how to (i) file any price changes that occurred during the relief period that were not already disclosed

and filed, and (ii) pay filing fees for any price changes that occurred during the relief period that were not already

disclosed and filed, as applicable.

However, REF will provide sponsors with a grace period of at least ninety days before pursuing any such

enforcement actions. In effect, this means that (i) REF does not intend to pursue enforcement actions against

sponsors or principals based solely upon the failure to file price change only amendments with REF prior to

offering or selling units/apartments/homes at prices different than the most recently disclosed and filed offering



However, REF likely would pursue enforcement action, as warranted, against a sponsor increasing the purchase price of a

unit/apartment/home for which a contract of sale already has been executed. REF also likely would consider such a price increase to be an

event triggering a right of rescission for the purchaser.



price until at least ninety days after it updates this guidance document to state that it intends to again pursue

enforcement actions against sponsors or principals based solely upon the failure to file price change only

amendments with REF prior to offering or selling units/apartments/homes at prices different than the most

recently disclosed and filed offering price, (ii) sponsors who intend to market or sell units/apartments/homes at

prices different than the most recently disclosed and filed offering price will have at least ninety days from the

date REF updates this guidance document to file a price change only amendment with REF (although, again, they

are strongly encouraged to do so as soon as possible), and (iii) sponsors will have at least ninety days from the

date REF updates this guidance document to disclose and file any price changes that occurred during the relief

period that were not already disclosed and filed.

Please note, however, that the foregoing guidance applies only to price change only amendments. If sponsor is

required to submit a substantive amendment

to REF during the relief period and such substantive amendment

must include a price change pursuant to REF’s regulations, sponsor must disclose the price change in the

substantive amendment and include the appropriate filing fees in its submission to REF. See, e.g., 13 NYCRR

Part 20.5(d)(2). Any previous price changes that were not filed with REF during the relief period also must be

disclosed in any substantive amendment submission to REF during the relief period, and the appropriate filing

fees for such previous price changes must be included with the substantive amendment submission (in addition to

filing fees for price changes disclosed in the current substantive amendment submission, if any).

After the conclusion of the grace period described above in this subsection, REF intends to again pursue

enforcement actions against sponsors and principals, as warranted, in connection with the failure to file price

change only amendments prior to offering or selling units/apartments/homes at prices different than the most

recently disclosed and filed price where the failure to file the price change amendment occurred after the

conclusion of the grace period described above in this subsection. REF does not intend to pursue enforcement

actions against sponsors and principals based solely upon the failure to file price change only amendments prior to

offering or selling units/apartments/homes at prices different than the most recently disclosed and filed price

where the sales activity occurred after the start of the relief period and before the end of the grace period

described above in this subsection.

Pursuant to GBL § 359-e(3), “it shall be unlawful for any dealer, broker or salesman to sell or offer for sale to or

purchase or offer to purchase from the public within or from [New York State], any securities to be offered,

unless and until such dealer, broker or salesman shall have filed with the Department of Law a registration

statement.” Pursuant to GBL § 359-e(3)(c), the registration of brokers, dealers, and salespersons shall be for a

period of four years plus an additional ninety days following the end of the four-year period.

Until further notice, REF does not intend to pursue enforcement actions against broker-dealers or salespersons

based solely upon the failure to timely file a broker-dealer or salesperson registration statement or supplemental

broker-dealer or salesperson registration statement with REF. Therefore, registrants are advised not to submit

such documents to REF until further notice.

Please note, however, that a broker-dealer registration statement

still is required with the submission of a new offering plan, no-action letter application, or Cooperative Policy



For the purposes of this guidance document, “substantive amendment” shall refer to all amendments submitted to REF that are not

limited solely to price changes.



The relief period procedures detailed in this section apply only to broker-dealer and salesperson registration statements submitted to the

DOL’s Real Estate Finance Bureau; they do not apply to broker-dealer and salesperson registration statements submitted to other bureaus

or units within the DOL, such as the Investor Protection Bureau.

Unlike with financial update and price change only amendments to offering plans, broker-dealers and salespersons are not yet

encouraged to submit standalone broker-dealer and salesperson registration statements or supplemental broker-dealer and salesperson

registrations statements to REF as they would under normal circumstances due to the current unavailability of e-submission and e-payment

policies and procedures for such submissions and REF’s limited ability to process paper-based submissions (due to limited in-office

staffing).



Statement (“CPS”) application—and may be required with the submission of an amendment, amended and

restated offering plan, amendment to an amended and restated offering plan, amended no-action letter application,

or amendment or extension to a CPS application—to REF during the relief period, as appropriate. Additionally, a

new or supplemental broker-dealer registration statement is required with an amendment submission if there is a

change to the sponsor or any of its principals.

REF currently is developing e-submission and e-payment policies and procedures for broker-dealer and

salesperson registration statements and supplemental broker-dealer and salesperson registration statements; REF

expects to enact these policies and procedures in the near future, and REF will update this guidance once such

policies and procedures are in effect. At such time, broker-dealers and salespersons will be required to timely file

broker-dealer or salesperson registration statements and supplemental broker-dealer or salesperson registration

statements with REF pursuant to GBL § 359-e. However, REF will provide a grace period of at least ninety days

after the conclusion of the relief period for such broker-dealers and salespersons to come into compliance with

GBL § 359-e.

After the conclusion of the grace period described above in this subsection, REF intends to again pursue

enforcement action, as warranted, in connection with the failure to timely file a broker-dealer or salesperson

registration statement or supplemental broker-dealer or salesperson registration statement with REF where the

failure to file the broker-dealer or salesperson registration statement or supplemental broker-dealer or salesperson

registration statement occurred after the conclusion of the grace period described above in this subsection. Thus,

any broker-dealer or salesperson registration statements or supplemental broker-dealer or salesperson registration

statements that were not filed with REF during the relief period should be filed with REF after REF enacts its e-

submission and e-payment policies and procedures for broker-dealer and salesperson registration statements.

REF does not intend to pursue enforcement actions against broker-dealers or salespersons based solely upon the

failure to timely file broker-dealer or salesperson registration statements or supplemental broker-dealer or

salesperson registration statements with REF pursuant to GBL § 359-e where the failure to file occurred after the

start of the relief period and before the end of the grace period described above in this subsection.

(d) Receipts for Broker-Dealer and Salesperson Registration Statements

After receiving, processing, and reviewing a broker-dealer or salesperson registration statement or supplemental

broker-dealer or salesperson registration statement, REF typically issues an “official” filing receipt to the

submitting attorney in PDF format. As of the effective date of this guidance document, REF will not be issuing

such PDF filing receipts. Rather, REF will send an email to the submitting attorney confirming that the broker-

dealer or salesperson registration statement or supplemental broker-dealer or salesperson registration statement

has been filed with REF. This email will serve as the “official” filing receipt from REF. Registrants who

received an email filing receipt during the relief period will not receive a PDF filing receipt for their registration

at any point in the future, including after the conclusion of the relief period.

(e) Amendment Submissions and Broker-Dealer Registration Requirements

Pursuant to its guidance document entitled “Amendment Submissions and Broker-Dealer Registration

Requirements Pursuant to New York General Business Law § 359-e,”

REF requires all amendment submissions,

excluding price change only amendments, to include an accurate, complete, and current broker-dealer registration

statement, or evidence thereof, submitted on behalf of the entity or person(s) submitting the amendment.



The relief period procedures detailed in this section apply only to broker-dealer and salesperson registration statements submitted to the

DOL’s Real Estate Finance Bureau; they do not apply to broker-dealer and salesperson registration statements submitted to other bureaus

or units within the DOL, such as the Investor Protection Bureau.

REF’s guidance document entitled “Amendment Submissions and Broker-Dealer Registration Requirements Pursuant to New York

General Business Law § 359-e” is available at the following web address:

https://ag ny.gov/sites/default/files/amendment submissions and broker-

dealer registration requirements pursuant to new york general business law ss 359-e 12-7-2017.pdf



Until further notice, REF temporarily is suspending its requirement that an accurate, complete, and current

broker-dealer registration statement, or evidence thereof, be included with newly submitted amendments.

However, as previously discussed herein, a new or supplemental broker-dealer registration statement is required

with an amendment submission if there is a change to the sponsor or any of its principals.

Notwithstanding the foregoing, REF highly recommends that sponsors continue to include with amendment

submissions evidence of an accurate, complete, and current broker-dealer registration statement if (1) the sponsor

has already filed an accurate, complete, and current broker-dealer registration statement with REF, and (2) the

sponsor already has evidence of the filing of such broker-dealer registration statement, such as a filing receipt

from REF or a copy of the filed broker-dealer registration statement.

(f) Form 99 Submissions

Form 99 is a notification filing for issuers who are filing, or have filed, with the United States Securities and

Exchange Commission either (1) pursuant to Rule 506 of Regulation D, or (2) pursuant to Regulation A, Tier 2,

or (3) as a “qualified purchaser” defined by Section 18(b)(3) of the Securities Act of 1933. Such issuers must file

a Form 99 with REF prior to any sale or offer for sale of real estate-related securities in or from New York State

deemed within purview of GBL § 352-e or § 352-g.

Until further notice, REF does not intend to pursue enforcement actions based solely upon the failure to timely

file a Form 99 with REF. Therefore, issuers are advised not to submit such documents to REF until further

notice.

REF currently is developing e-submission and e-payment policies and procedures for Form 99

submissions; REF expects to enact these policies and procedures in the near future, and REF will update this

guidance once such policies and procedures are in effect. At such time, issuers will be required to timely file a

Form 99 with REF. However, REF will provide a grace period of at least ninety days after the conclusion of the

relief period for such issuers to come into compliance.

After the conclusion of the grace period described above in this subsection, REF again intends to pursue

enforcement action, as warranted, in connection with the failure to timely file a Form 99 with REF where the

failure to file a Form 99 occurred after the relief period described above in this subsection. Thus, any Forms 99

that were not filed during the relief period should be filed after the conclusion of the grace period described above

in this subsection. REF does not intend to pursue enforcement actions against issuers based solely upon the

failure to timely file a Form 99 with REF where the failure to file occurred after the start of the relief period and

before the end of the grace period described above in this subsection.

(g) Original Signatures and Notarized Documents

In general, REF requires that any signed or notarized documents submitted to REF contain original “wet ink”

signatures. That is, REF typically does not accept photocopies or scanned copies of such documents. During the

relief period, REF will deem a photocopy or scanned copy of an original signature to be an original signature and

thus will not require an original “wet ink” signature on any signed or notarized documents. However, REF

reserves the right to request an original “wet ink” signature as it deems necessary.



REF requests that, to the extent possible, sponsors not contact REF to request proof of filing of a broker-dealer or salesperson registration

statement, as REF will have limited capacity to process these requests during the relief period.

The relief period procedures detailed in this section apply only to Forms 99 submitted to the DOL’s Real Estate Finance Bureau; they do

not apply to Forms 99 submitted to other bureaus or units within the DOL, such as the Investor Protection Bureau.

Unlike with financial update and price change only amendments to offering plans, issuers are not yet encouraged to submit Form 99

filings to REF as they would under normal circumstances due to the current unavailability of e-submission and e-payment policies and

procedures for such submissions and REF’s limited ability to process paper-based submissions (due to limited in-office staffing).



Similarly, during the relief period, REF will not require notarization on any documents that it usually would

require to be notarized. Instead, REF will accept documents executed either within or without the United States

of America with the following language included above the signature line:

“I declare [or certify, verify, or state] under penalty of perjury under the laws of the State of New York

and the United States of America that the foregoing is true and correct. Executed on [date]. [Signature].”

REF will no longer accept documents that were notarized after June 24, 2021 in accordance with the virtual

notary parameters set forth in New York Executive Order Number 202.7, as the executive order permitting such

notarizations was rescinded and deemed expired effective June 25, 2021.

(h) Digital Distribution of the Offering Plan and Amendments Thereto

The Martin Act requires that sponsors furnish purchasers with true copies of the offering plan and all

amendments. See GBL § 352-e(5). REF typically requires that sponsors provide purchasers with a paper copy of

the offering plan and amendments. REF only permits sponsors to distribute digital copies of the offering plan and

amendments to purchasers if the sponsor submits to REF a complete and accurate application pursuant to

Cooperative Policy Statement #10 (“CPS-10”).

During the relief period, REF (1) does not intend to pursue enforcement actions against sponsors or principals

based solely upon furnishing purchasers with digital copies of the offering plan and/or amendments prior to

submitting a CPS-10 application to REF, and (2) will not consider sponsor or principals furnishing purchasers

with digital copies of the offering plan and/or amendments to be an act triggering a right of rescission for

purchasers, provided the following conditions are met:

1. The digital copy of the offering plan and/or amendment(s) is identical to the final version of the offering

plan or amendment(s) accepted for filing by REF;

2. The sponsor provides a paper copy of the offering plan and/or amendment(s) to any purchaser (or offeree

or tenant, as applicable) who requests it;

3. The sponsor provides all purchasers (and offerees and tenants, as applicable) with paper copies of any and

all documents previously distributed digitally within thirty business days after the conclusion of the relief

period; and

4. The sponsor includes a cover letter with the digital copy of the offering plan and/or amendment(s) stating

the following:

“Attached please find a Digital Copy of the [(offering plan and/or amendments __ through ___

thereto) OR (amendment number ___ to the offering plan)] for the [insert name of property],

located at [insert complete address of property], File Number [insert REF file number]. Due to

the COVID-19 State of Emergency, the New York State Department of Law has advised that

purchasers may receive digital copies of offering plans and amendments in lieu of paper copies.

Once the State of Emergency has ended, purchasers will be sent a paper copy of the [offering plan

and/or amendment(s)]. PLEASE REVIEW THE CONTENTS OF [THIS DOCUMENT/THESE

DOCUMENTS] IMMEDIATELY SO THAT YOU MAY DETERMINE WHETHER YOU

WISH TO EXERCISE ANY RIGHTS INCLUDED IN [IT/THEM].”

Although a previously issued version of this guidance document stated that sponsors of certain offering plans

submitted pursuant to 13 NYCRR Parts 18 and 23 could not take advantage of the procedures set forth in this

subsection of this guidance document (i.e., subsection II(h)), such sponsors now may timely distribute digital

copies of the offering plans and amendments to all offerees (as defined in 13 NYCRR §§ 18.1(d) and 23.1(d)),



CPS-10 is available at the following web address:

https://ag ny.gov/sites/default/files/cooperative policy statement 10.pdf



tenants, and purchasers during the relief period. In addition, during the relief period, sponsors may distribute

digital copies of all notices and postings required by the Martin Act and 13 NYCRR Part 18 or 23 to all offerees,

tenants, and purchasers. However, in order to digitally distribute such an offering plan, amendment, notice, or

posting, sponsors must adhere to the following additional requirements:

1. The sponsor must comply with all digital distribution requirements previously stated in this subsection of

this guidance document (i.e., subsection II(h)), as applicable;

2. The sponsor must send the digital copy of the offering plan, amendments, notice, and/or posting to all

offerees, tenants, and purchasers (e.g., the sponsor cannot send documents only to purchasers but not

tenants, and the sponsor cannot send documents only to certain tenants);

3. Promptly after distributing a digital copy of any notice or posting, the sponsor must email the digital copy

of such notice or posting to the REF reviewing attorney who reviewed the offering plan or most recent

amendment thereto; and

4. The sponsor must receive an affirmative response from each offeree, tenant, or purchaser in order to

constitute receipt. REF will not consider merely sending an email to an offeree, tenant, or purchaser to

constitute receipt by such offeree, tenant, or purchaser.

Furthermore, if a sponsor intends to submit to REF an offering plan pursuant to 13 NYCRR Part 18 or 23 after the

date of this guidance document, REF recommends that such sponsor contact REF prior to submission of the

offering plan for further information regarding digital distribution of the red herring.

Please note that all other requirements detailed in REF’s regulations concerning service of the offering plan

and/or amendments to purchasers remain in effect during the relief period. Please also note that, at the conclusion

of the relief period, sponsors must return to distributing paper copies of the offering plan and/or amendments to

purchasers unless sponsor submits a complete and accurate CPS-10 application to REF after the conclusion of the

relief period.

(i) Revisions to Submissions

During the relief period, REF temporarily is suspending its right to require sponsors to submit a paper copy of

revisions that are over twenty-five pages.

Accordingly, REF requests that submitters send all revisions via email

in lieu of mailing a paper copy. REF also requests that submitters do not mail to REF a courtesy paper copy of

any revisions during the relief period. REF further requests that submitters who may have mailed paper copies of

revisions or other documents to REF in the two weeks preceding the start of the relief period contact the REF staff

member to whom the revisions or documents were sent to determine if the REF staff member received such

documents. If not, please transmit such documents to REF via email.

(j) Acceptance for Filing of Amendments, Issuance of No-Action Letters and Letters of No Objection

to Termination of Condominium Declaration, and Granting of CPS Treatment

During the relief period, REF is suspending until further notice its requirement for both a paper copy and a digital

copy (on a CD-ROM, DVD, USB flash drive, or external hard drive) of final amendments. Similarly, REF is

suspending until further notice its requirement for a paper copy of final no-action letter applications, amended no-

action letter applications, applications for letters of no objection to termination of condominium declaration, CPS

applications, and amendments or extensions to CPS applications. Therefore, sponsors are advised not to send the

final paper copies of such documents to REF during the relief period.



For further information regarding this requirement, please refer to REF’s guidance document entitled “Digital Submission Requirements

for Cooperative Interests in Realty,” which is available at the following web address:

https://ag ny.gov/sites/default/files/digital submission requirements for cooperative interests in realty 10-15-2019.pdf



Instead, REF can accept amendments, issue no-action letters and letters of no objection to termination of

condominium declaration, or grant CPS treatment of the aforementioned submissions via email during the relief

period.

The reviewing attorney assigned to a pending submission will provide the submitting attorney with

instructions regarding the procedure for digital submission of final documents to REF. Upon the reviewing

attorney’s receipt and review of the final documents, the reviewing attorney will email the submitting attorney

indicating whether they have accepted the amendment for filing, issued the no-action letter or letter of no

objection to termination of condominium declaration, or granted CPS treatment to the submission.

For all amendments (including, but not limited to, effectiveness amendments), no-action letter applications,

amended no-action letter applications, applications for letters of no objection to termination of condominium

declaration, CPS applications, and amendments or extensions to CPS applications, the reviewing attorney’s email

will serve as REF’s “official” amendment acceptance letter, no-action letter, letter of no objection to termination

of condominium declaration, or letter granting CPS treatment. For such submissions, REF’s Records

Management Section will not issue an “official” letter on REF letterhead in PDF format.

REF recognizes that sponsors sometimes require an “official” letter on REF letterhead in PDF format, particularly

if the letter is required in order to file or amend the declaration of a condominium. The New York City

Department of Finance has informed REF that it will accept REF’s email amendment acceptance letters and no-

action letters in lieu of the typical “official” letters on REF letterhead in PDF format, including for effectiveness

amendments and no-action letters. Therefore, REF asks that sponsors please refrain from contacting REF for an

“official” letter on REF letterhead in PDF format unless absolutely necessary. If an “official” acceptance letter on

REF letterhead in PDF format is required for other purposes, please contact REF and REF will make its best

effort to process such acceptance letter as quickly as possible.

(k) Acceptance for Filing of Offering Plans

During the relief period, REF is suspending until further notice its requirement for both a paper copy and a digital

copy (on a CD-ROM, DVD, USB flash drive, or external hard drive) of final offering plans. Instead, REF can

accept an offering plan for filing via email during the relief period.

The reviewing attorney assigned to a

pending submission will provide the submitting attorney with instructions regarding the procedure for digital

submission of final documents to REF. Upon the reviewing attorney’s receipt and review of the final documents,

the reviewing attorney will email the submitting attorney indicating whether they have accepted the offering plan

for filing. The reviewing attorney’s email acceptance will be REF’s “official” offering plan acceptance letter.

REF’s Records Management Section will not issue an “official” offering plan acceptance letter on REF letterhead

in PDF format.

New York Executive Order Number 202.18 (“EO 202.18”), which previously permitted delaying payments of the

second half of the offering plan’s filing fee, was rescinded and deemed expired effective June 25, 2021.



Notwithstanding the foregoing, REF reserves the right to request a paper and digital copy (on a CD-ROM, DVD, USB flash drive, or

external hard drive) of the final offering plan.

Please note that previously issued versions of this guidance document stated that the reviewing attorney’s email would not be REF’s

“official” effectiveness amendment acceptance letter or no-action letter, and, as such, REF’s Records Management Section still would issue

the “official” acceptance letter. However, as of the effective date of this guidance document, REF has changed such policy as detailed

above.

Notwithstanding the foregoing, REF reserves the right to request a paper and digital copy (on a CD-ROM, DVD, USB flash drive, or

external hard drive) of the final offering plan.

Please note that previously issued versions of this guidance document stated that the reviewing attorney’s email would not be REF’s

“official” offering plan acceptance letter, and, as such, REF’s Records Management Section still would issue the “official” acceptance

letter. However, as of the effective date of this guidance document, REF has changed such policy as detailed above.



Consequently, submitters no longer may delay payment of any applicable filing fees.

Any submitters who

previously chose to delay payment of their filing fee pursuant to EO 202.18 must pay their filing fee no later than

September 23, 2021. Submitters who previously chose to delay payment of their filing fee pursuant to EO

202.18 should refer to Section III(c) of this guidance document for instructions regarding submitting a delayed

filing fee.

(l) Cooperative Policy Statement Exemptions

Prior versions of this guidance document stated that CPS exemptions were suspended for the duration of the relief

period, and, as such, REF would not accept for submission any applications pursuant to CPS-1, CPS-3, CPS-5,

CPS-6, CPS-7, CPS-10, CPS-11, or CPS-12 until further notice. As of the effective date of this guidance

document, REF has reinstated all of its CPS exemptions and can now accept for submission any applications

pursuant to CPS-1, CPS-3, CPS-5, CPS-6, CPS-7, CPS-10, CPS-11, or CPS-12 and/or amendments or extensions

to such applications, as applicable.

However, as of the effective date of this guidance document, REF has superseded its requirement that all CPS

applications and amendments or extensions to CPS applications be submitted to REF in paper; instead, REF

requires that all CPS applications and amendments or extensions to CPS applications be submitted using REF’s

paperless electronic submission (“e-submission”) policy.

Paper submissions of CPS applications and

amendments or extensions to CPS applications will not be accepted for submission during the relief period and

until further notice. Any submitters following these paperless e-submission procedures should not mail any

physical copies of these documents—as either paper copies or digital copies on a CD-ROM, DVD, USB flash

drive, or external hard drive—to REF unless explicitly requested by REF staff. Additionally, all filing fees for

CPS applications and amendments or extensions to CPS applications must be remitted using REF’s electronic

payment (“e-payment”) portal

(the submitter no longer may waive filing fees pursuant to EO 202.18, as

described in more detail in Section III(c) of this guidance document). Please refer to Section III of this guidance

document for more specific information regarding REF’s e-submission and e-payment policies and procedures.

REF understands that, during the time CPS exemptions were suspended, some submitters may have developed a

backlog of ready-for-submission CPS applications and amendments or extensions to CPS applications. REF

strongly encourages submitters to exercise discretion and avoid immediately submitting all such backlogged CPS

applications and amendments or extensions to CPS applications (to the extent possible), as REF’s capacity to

process and review such submissions has not increased materially since the beginning of the relief period.

Accordingly, the simultaneous submission of all backlogged CPS applications and amendments or extensions to

CPS applications may delay REF’s processing and review of all CPS submissions.

(m) Policy Statement Exemptions

Until further notice, REF has suspended all of its Policy Statements (“PS”) exemptions. Therefore, as of the date

of this guidance document, REF is not accepting for submission any applications pursuant to PS-100, PS-101, PS-

102, PS-103, PS-104, or PS-105. However, all PS exemptions granted prior to the date of this guidance document

remain in full force and effect. In addition, REF will continue to review all PS exemption applications that were



EO 210 rescinded and deemed expired EO 202.18 effective June 25, 2021. Although various successor executive orders to EO 202

previously had been extended through July 5, 2021, EO 210 rescinded Executive Orders 202 through 202.111 effective June 25, 2021,

thereby ending all previous extensions to successor executive orders. Therefore, this guidance document has been updated to reflect that

EO 202.18 is no longer in effect as of June 25, 2021 and, as such, payments no longer may be delayed. If this is an issue, please contact

REF.

REF’s e-submission policies and procedures are described in more detail in Section III(a) of this guidance document.

REF’s e-payment portal is described in more detail in Section III(b) of this guidance document.

Although REF has assigned more attorneys to review CPS submissions than it typically would under normal circumstances to account

for an expected initial increase in CPS applications and amendments and extensions to CPS applications, REF has had no increase in

review staffing since the beginning of the relief period.



submitted to REF prior to the date of this guidance document (and will grant PS treatment to such submissions, as

warranted), subject to delays in review. Moreover, until further notice, REF does not intend to pursue

enforcement actions against issuers or promoters based solely upon failure to timely file PS applications prior to

offering, selling, or promoting real estate securities in or from New York State.

REF intends to reinstate all of its PS exemptions in the near future, and currently is developing e-submission and

e-payment policies and procedures for such submissions, and REF will update this guidance once such policies

and procedures are in effect. At such time, issuers and promoters will be required to timely file PS applications

prior to offering, selling, or promoting real estate securities in or from New York State. However, REF will

provide a grace period of at least ninety days after the conclusion of the relief period for such issuers and

promoters to come into compliance.

After the conclusion of the grace period described above in this subsection, REF intends to again pursue

enforcement actions against issuers or promoters, as warranted, in connection with the failure to timely file PS

applications with REF. Thus, any PS applications that were not filed during the relief period should be filed after

the conclusion of the grace period described above in this subsection. REF does not intend to pursue enforcement

actions against issuers based solely upon the failure to timely file a PS application with REF where the failure to

file occurred after the start of the relief period and before the end of the grace period described above in this

subsection.

(n) “Official” Acceptance Letters for Backlogged Amendment, No-Action Letter, and Offering Plan

Filings

Prior to beginning telecommuting, REF’s typical practice for issuing most acceptance letters was as follows: (1)

after reviewing a submission, the REF reviewing attorney assigned to such submission would send the submitting

attorney a courtesy acceptance email indicating that such submission had been accepted for filing as of a certain

date, and then (2) REF’s Records Management Section would process the accepted submission and email the

submitting attorney an “official” acceptance letter on REF letterhead in PDF format.

Prior to the beginning of the relief period, REF had a backlog of accepted submissions requiring issuance of

“official” acceptance letters. That is, there were offering plans and amendments that had already been accepted

for filing by the reviewing attorney (and the submitting attorney had already been informed of such fact by the

reviewing attorney via email), but REF’s Records Management Section had not yet sent the “official” offering

plan or amendment acceptance letter to the submitting attorney. Additionally, during the relief period, REF has

generated a backlog of “official” effectiveness amendment acceptance letters, no-action letters, and offering plan

acceptance letters (as REF, at the beginning of the relief period, originally had intended to issue “official”

acceptance letters on REF letterhead in PDF format for such filings).

As of the effective date of this guidance document, REF’s Records Management Section will not be emailing

submitting attorneys “official” amendment acceptance letters on REF letterhead in PDF format for any such

“backlogged” amendments (including, but not limited to, “backlogged” effectiveness amendments),

no-action

letters, or offering plan acceptance letters. Rather, REF’s Records Management Section will send an email to the

submitting attorney confirming that the amendment, no-action letter, or offering plan has been filed with REF as

of a certain date.

This email will serve as the “official” amendment acceptance letter, no-action letter, or

offering plan acceptance letter. Sponsors who receive an email “official” amendment acceptance letter, no-action



Please note that previously issued versions of this guidance document stated that REF’s Records Management Section would continue to

issue “official” amendment acceptance letters on REF letterhead in PDF format for any “backlogged” effectiveness amendments.

However, as of the effective date of this guidance document, REF has changed such policy as detailed above.

Please note that the amendment’s or offering plan’s date of acceptance will remain the same as indicated in the reviewing attorney’s

courtesy acceptance email; similarly, the date the no-action letter application was granted will remain the same as indicated in the

reviewing attorney’s courtesy acceptance email.



letter, or offering plan acceptance letter will not receive a PDF amendment acceptance letter on REF letterhead at

any point in the future, including after the conclusion of the relief period.

(o) Submission of Amendments to REF Pursuant to Executive Orders 202.18 and 202.55

On April 16, 2020, Governor Cuomo issued New York Executive Order Number 202.18 (“EO 202.18”), which

was later modified by New York Executive Order Number 202.55 (“EO 202.55”) on August 5, 2020 and then

further extended by various successor EOs (collectively, EO 202.18, EO 202.55, and the various successor EOs

extending them are referred to as “the EOs”).

Among other things, the EOs suspended or modified several

provisions of the Martin Act and REF’s regulations. Most relevant for the purposes of this guidance document,

certain statutory and regulatory sponsor obligations and related timeframes and deadlines were “tolled and

extended for a period equal to, in the aggregate, the duration of [the EOs] plus an additional period of 120 days”

(the “Tolling Period”). The EOs also required sponsors to provide tenants in occupancy of a rental building

undergoing cooperative or condominium conversion with certain rights and protections for the duration of the

Tolling Period and tolled the expiration date of certain tenancy rights.

Additionally, the EOs required sponsors,

upon the expiration of the EOs, to submit an amendment to REF “within 45 days from the expiration of [the EOs]

or within such other longer timeframe as may be specified by the Department of Law” in order to update any

relevant timeframes and dates that were tolled by the EOs.

The EOs were rescinded and deemed expired effective June 25, 2021 pursuant to EO 210.

Accordingly,

pursuant to the EOs, sponsors are now required to submit amendments to REF disclosing any updated timeframes

and dates that were tolled by the EOs. However, REF will not require sponsors to submit such amendments

within 45 days of the rescission and expiration of the EOs. Instead, REF will provide sponsors with an additional

120 days—165 days in total—from the rescission and expiration of the EOs to submit such amendments.

Therefore, sponsors must submit amendments disclosing any updated timeframes and dates that were

tolled by the EOs no later than December 7, 2021. Notwithstanding the foregoing, REF highly recommends

that sponsors submit such amendments prior to December 7, 2021.

REF intends to issue a separate guidance document in the near future providing more specific information

regarding submitting amendments pursuant to the EOs, including instructions for calculating the Tolling Period

for various submissions. All amendments submitted pursuant to the EOs should adhere to the parameters that will

be set forth in such guidance document.

III. INITIAL SUBMISSIONS TO REF

As of May 1, 2020, REF accepts and very strongly encourages electronic submission (“e-submission”) of most

initial submissions to REF. In addition, REF accepts and very strongly encourages electronic payment (“e-

payment”) of filing fees for many submissions to REF.

Please see below for additional information regarding



EO 202.18 can be accessed at the following web address:

https://www.governor ny.gov/news/no-20218-continuing-temporary-suspension-and-modification-laws-relating-disaster-

emergency

EO 202.55 can be accessed at the following web address:

https://www.governor.ny.gov/news/no-20255-continuing-temporary-suspension-and-modification-laws-relating-disaster-

emergency

Please note that EO 202.18 also provides, in relevant part: “Section 352-e(7)(a) of the General Business law [sic], and any order, rule, or

regulation in furtherance of the requirements thereof, to the extent it requires certain filing fees be made at the time of submission and filing

of each offering statement or prospectus, shall be exempted during the duration of this executive order, it being understood that such filing

fees shall be remitted in full to the department of law [sic] within 90 days from the expiration of this executive order.” However, this

provision of EO 202.18 and instructions for compliance are discussed elsewhere in this guidance document.

EO 210 can be accessed at the following web address:

https://www.governor.ny.gov/news/no-210-expiration-executive-orders-202-and-205

As previously discussed herein, REF requires e-submission and e-payment for CPS submissions as of the effective date of this guidance

document.



these new e-submission and e-payment policies and procedures. Submitters taking advantage of these e-

submission and e-payment policies and procedures do NOT need to physically mail paper copies (or digital

copies, where typically required) of their submissions to REF at any time, unless explicitly requested by

REF staff.

Although REF still will accept most paper-based submissions and payments during the relief period,

REF very

strongly encourages sponsors to take advantage of REF’s e-submission and e-payment policies and procedures to

the greatest extent possible during the relief period. Due to REF’s very limited in-office staffing during the

COVID-19 state of emergency, paper-based submissions and payments may delay a submission’s processing

during the relief period.

As of the date of this guidance document, REF intends for its e-submission policies to be temporary and thus

intends to revert to its prior submission procedures at the end of the relief period. In contrast, REF intends for e-

payment of its filing fees to be permanent. However, the e-payment guidelines described herein and in REF’s

guidance document entitled “Guidelines for the Submission of Electronic Payments of Filing Fees During

COVID-19 State of Emergency” are specific to the relief period. REF will provide further information about any

future e-payment requirements either by updating the foregoing guidance document or issuing a separate guidance

document on the topic.

(a) Electronic Submission of Certain Initial Submissions

As of May 1, 2020, REF has temporarily waived some of its existing submission policies and procedures and is

instituting temporary paperless e-submission policies and procedures for the initial submission of offering plans,

amendments, amended and restated offering plans, amendments to amended and restated offering plans, no-action

letter applications, and amended no-action letter applications.

Specifically, REF is waiving until further notice its requirement that both a paper copy and a digital copy (on a

CD-ROM, DVD, USB flash drive, or external hard drive) of initial submissions of offering plans, amendments,

amended and restated offering plans, and amendments to amended and restated offering plans be mailed to REF.

Additionally, REF is waiving until further notice its requirement that a paper copy of initial submissions of no-

action letter applications and amended no-action letter applications be mailed to REF. Simultaneously, REF

temporarily is instituting a paperless e-submission policy that allows submitters of proposed (initial submission)

offering plans, amendments, amended and restated offering plans, amendments to amended and restated offering

plans, no-action letter applications, and amended no-action letter applications to upload a digital copy of all

required documents to the OAG Cloud in lieu of mailing a physical copy of the submission to REF.

As previously discussed herein, as of September 18, 2020, REF also has superseded its requirement that all CPS

applications and amendments or extensions to CPS applications be submitted to REF in paper; instead, REF

requires that all CPS applications and amendments or extensions to CPS applications be submitted using REF’s

paperless electronic submission policy. That is, REF requires that submitters of CPS applications and

amendments or extensions to CPS applications upload a digital copy of all required documents to the OAG Cloud

in lieu of mailing a physical copy of the submission to REF. Paper submissions of CPS applications and

amendments or extensions will not be accepted for submission during the relief period and until further notice.



As detailed below, as of the effective date of this guidance document, REF requires that all initial CPS applications and amendments or

extensions to CPS applications be submitted to REF via e-submission. REF will not accept any paper-based CPS applications or

amendments or extensions to CPS applications until further notice. REF currently will accept paper-based submissions of all other

submissions, except PS exemption applications (which are currently suspended).

All other requirements outlined in the guidance document entitled “Digital Submission Requirements for Cooperative Interests in

Realty” remain in full force and effect, unless already waived, suspended, or altered by this guidance document.



For additional details regarding REF’s temporary paperless e-submission policies and procedures, please refer to

REF’s guidance document entitled “Temporary Electronic Submission Policies and Procedures for Initial

Submissions During COVID-19 State of Emergency,” which is available at the following web address:

https://ag.ny.gov/sites/default/files/temporary electronic submission policies and procedures for initia

l submissions during covid-19 state of emergency 6-28-2021.pdf

Please note that this guidance document only addresses temporary e-submission policies and procedures for

the initial submission of offering plans, amendments, amended and restated offering plans, amendments to

amended and restated offering plans, no-action letter applications, amended no-action letter applications, CPS

applications, and amendments or extensions to CPS applications; it does not address the final submission of such

filings to REF. Please refer to Section II of this guidance document for further information regarding the final

submission of such documents to REF.

Please also note that submitters cannot take advantage of REF’s e-submission policy if they are paying filing fees

via paper check. Therefore, in order to utilize the temporary paperless e-submission policy, submitters must pay

filing fees using REF’s e-payment portal (as described in more detail in Section III(c) below). Submitters no

longer may delay payment of filing fees pursuant to New York Executive Order Number 202.18, which was

rescinded and deemed expired effective June 25, 2021.

(b) E-Payment of Filing Fees

REF has developed a secure e-payment portal that allows submitters to pay nearly all REF filing fees

electronically in lieu of using paper checks. REF’s e-payment portal calculates the appropriate filing fees based

on the type of submission (and information about the submission inputted by the submitter). Submitters using the

e-payment portal must pay the appropriate filing fee(s) before submitting their proposed filing to REF and

include with their e-submission package “proof of electronic payment of filing fees.” In such instances, the

submission date of the proposed filing will be the date REF receives the complete submission package including

“proof of electronic payment of filing fees,” rather than the date the submitter remitted the e-payment for the

proposed filing.

REF’s e-payment portal can be accessed via REF’s web page or at the following web address:

https://refpayment.ag.ny.gov/REFPAY/index.jsp

For details regarding e-payment of filing fees, please refer to REF’s guidance document entitled “Guidelines for

the Submission of Electronic Payments of Filing Fees During COVID-19 State of Emergency,” which is available

at the following web address:

https://ag.ny.gov/sites/default/files/guidelines for the submission of electronic payments of filing fee

s during covid-19 state of emergency 6-28-2021.pdf

Please note that submitters paying filing fees via the e-payment portal during the relief period also must use

REF’s temporary e-submission policy described above. Specifically, REF will not permit e-payments with any

paper-based submissions to REF during the relief period. In effect, this means that submitters currently can make

e-payments only for the following submissions to REF: (1) offering plans, (2) amendments, (3) amended and

restated offering plans, (4) amendments to amended and restated offering plans, (5) no-action letter applications,

(6) amended no-action letter applications, (7) CPS applications, (8) amendments or extensions to CPS

applications, and (9) broker-dealer or salesperson registration statements submitted in tandem with one of the

foregoing submissions (i.e., Forms M-2, M-3, M-4, and M-10). Thus, no filing fee payments to REF other than

the foregoing payments can be made via e-payment at this time. However, until further notice, REF is not



requiring the submission of “stand-alone” Forms M-2, M-3, M-4, and M-10 or Forms 99, nor is REF accepting

for submission any Policy Statement exemption applications. Essentially, this means that the only filing fees that

cannot be made via e-payment and instead should be paid via paper check are: (1) intrastate securities offerings

pursuant to GBL § 359-ff and (2) full filings of syndications registrations.

It is the responsibility of each submitter using the e-payment portal to ensure that the correct filing fees are paid

and all information submitted in connection with an e-payment is truthful and accurate. REF is not responsible

for any overpayment of filing fees, and refunds are not guaranteed.

Thus, REF encourages submitters to

thoroughly familiarize themselves with the e-payment portal prior to submitting any e-payments. If a submitter

encounters any issues with the e-payment portal, they should contact REF by emailing [email protected].

Please note that as of the effective date of this guidance document, REF still is working to improve the e-payment

portal’s user experience. REF thus reserves the right to make changes and enhancements to the e-payment portal

in order to optimize functionality without updating this guidance document.

Order Number 202.18 No Longer Permitted

New York Executive Order Number 202.18 (“EO 202.18”) exempted filing fee requirements under GBL § 352-

e(7)(a) until ninety days after the expiration of EO 202.18.

Such exempted filing fees include the filing fees for

offering plans, amendments, amended and restated offering plans, amendments to amended and restated offering

plans, no-action letter applications, amended no-action letter applications, CPS applications, and amendments or

extensions to CPS applications.

Therefore, while EO 202.18 was in effect, submitters of such filings could

choose not to pay filing fees until ninety days following the expiration of EO 202.18. However, EO 202.18 was

rescinded and deemed expired effective June 25, 2021. Accordingly, submitters no longer may delay payment of

any filing fees.

Any submitters who previously chose to delay payment of their filing fee pursuant to EO 202.18

must pay their filing fee no later than September 23, 2021. In order to do so, such submitters must complete all

fields of the “Form 202.18 — Submission of Delayed Filing Fee Payment Pursuant to Executive Order 202.18”

(“Form 202.18”) and return the completed form to REF with their e-payment receipt (highly preferred) or paper

check for the full filing fee amount. A copy of Form 202.18 is attached to this guidance document as Exhibit A.

Submitters must complete a separate Form 202.18 for each filing for which a payment was delayed pursuant to

EO 202.18. The same form can be used to submit the initial and final payments for an offering plan by checking

the applicable box on the form. However, the same form cannot be used for multiple unrelated

plans/projects/filings. REF reserves the right to reject incomplete forms and forms submitted for delayed

payments for multiple unrelated plans/projects/filings.



Furthermore, REF cannot provide credit toward future filings.

Although this subsection is located in the section of this guidance document entitled “Initial Submissions to REF,” the instructions

detailed in this subsection also pertain to the payment of any final offering plan filing fees that were delayed pursuant to EO 202.18.

EO 202.18 can be accessed at the following web address:

https://www.governor.ny.gov/news/no-20218-continuing-temporary-suspension-and-modification-laws-relating-disaster-

emergency

Although technically the filing fees for some CPS applications and amendments or extensions to CPS applications were not exempted

under EO 202.18, to avoid confusion during the pendency of EO 202.18, REF treated all CPS application and amendment or extension to

CPS application filing fees as exempted under EO 202.18.

EO 210 rescinded and deemed expired EO 202.18 effective June 25, 2021. Although various successor executive orders to EO 202

previously had been extended through July 5, 2021, EO 210 rescinded Executive Orders 202 through 202.111 effective June 25, 2021,

thereby ending all previous extensions to successor executive orders. Therefore, this guidance document has been updated to reflect that

EO 202.18 is no longer in effect as of June 25, 2021 and, as such, payments no longer may be delayed. If this is an issue, please contact

REF.

This form also has been posted to the “Forms” section of the REF website at the following URL:

https://ag ny.gov/sites/default/files/delayed filing fee payment pursuant to executive order 202.18-fillable.pdf



Submitters are advised that—regardless of how the original filing corresponding to the delayed payment was

made—submitters may pay their delayed filing fee by either the e-payment portal or paper check. Nevertheless,

REF highly prefers that submitters submit all delayed filing fee payments through the e-payment portal.

If paying delayed filing fees using REF’s e-payment portal, submitters must email a PDF of the completed Form

202.18 and the PDF e-payment receipt for the full filing fee amount to [email protected] with the

subject line “EO 202.18 DELAYED FILING FEE PAYMENT FOR [PLAN ID] [PROPERTY NAME].” If both

the initial and the final offering plan filing fee payments are being submitted simultaneously, only one Form

202.18 is required, but two e-payment receipts must be attached to the submission email. Please note that the e-

payment receipt(s) must be saved and named according to the parameters set forth in Section VI(a) of the DOL’s

guidance document entitled “Guidelines for the Submission of Electronic Payments of Filing Fees During

COVID-19 State of Emergency.”

If paying delayed filing fees using a paper check, submitters must staple the paper check for the full filing fee

amount to the completed Form 202.18 and mail them to the following address: Real Estate Finance Bureau, NYS

Department of Law, 28 Liberty Street, 15th Floor, New York, NY 10005. If both the initial and the final offering

plan filing fee payments are being submitted simultaneously, only one Form 202.18 is required, but two separate

paper checks must be attached to the Form 202.18.



IV. CORRESPONDENCE WITH REF

REF requests that all correspondence to REF be transmitted via email to the extent possible, as REF will have

limited capacity to process incoming mail during the relief period. Similarly, please do not mail REF courtesy

paper copies of any documents previously transmitted to REF via email.

As previously discussed herein, revisions to submissions and final versions of submissions should be emailed to

the reviewing attorney/architect/engineer/legal assistant during the relief period, as appropriate. As always,

complaints can be submitted on REF’s website at the following web address:

https://formsnym.ag.ny.gov/OAGOnlineSubmissionForm/faces/OAGREFHome

For inquiries regarding the appropriate person(s) to whom documents should be emailed during the relief period,

please call REF at (212) 416-8122.

V. FAILURE TO COMPLY WITH THE REQUIREMENTS OF THIS GUIDANCE DOCUMENT

REF reserves the right to reject submissions that do not comply with the disclosure requirements and submission

policies and procedures described herein. Additionally, the Attorney General has the authority under the Martin

Act to investigate and strictly enforce violations of the statutes and regulations governing disclosure requirements.

Nothing contained in this guidance document shall be construed to be a waiver of, or a limitation on, the Attorney

General’s authority to take enforcement action pursuant to the Martin Act and other applicable provisions of law,

except as expressly stated herein.



EXHIBIT A

FORM 202.18

*If both the initial and the final offering plan payments are being submitted, two e-payment receipts must be attached to the email.

Issued 6/2021

FORM 202.18 — SUBMISSION OF DELAYED FILING FEE PAYMENT PURSUANT TO EXECUTIVE ORDER 202.18

New York Executive Order Number 202.18 (“EO 202.18”) exempted certain filing fee requirements under GBL § 352-e(7)(a)

until ninety days after the expiration of EO 202.18. EO 202.18 was rescinded effective June 25, 2021. Therefore, any

submitters who chose to delay payment of their filing fee pursuant to EO 202.18 must pay their filing fee no later than

September 23, 2021. In order to do so, such submitters must complete all fields of this form and return to the Real Estate

Finance Bureau (“REF”) with their e-payment receipt (highly preferred) or paper check for the full filing fee amount.

Submitters must complete a separate form for each filing for which a payment was delayed pursuant to EO 202.18. The same

form can be used to submit the initial and final payments for an offering plan by checking the applicable box below. However,

the same form cannot be used for multiple unrelated plans/projects/filings. REF reserves the right to reject incomplete forms

and forms submitted for delayed payments for multiple unrelated plans/projects/filings.

If paying delayed filing fees using REF’s e-payment portal, please email a PDF of this completed form and the PDF e-payment

receipt for the full filing fee amount* to REFsubmissions@ag.ny.gov with the subject line “EO 202.18 DELAYED FILING

FEE PAYMENT FOR [PLAN ID] [PROPERTY NAME].” Please note that the e-payment receipt must be saved and named

according to the parameters set forth in REF’s guidance document entitled “Guidelines for the Submission of Electronic

Payments of Filing Fees During COVID-19 State of Emergency.”

If paying delayed filing fees using a paper check, please staple the check for the full filing fee amount to this completed form

and mail to the following address: Real Estate Finance Bureau, NYS Department of Law, 28 Liberty Street, 15th Floor, New

York, NY 10005.

- - - - - - - - - - - - - - - -

File Type (e.g., offering plan, amendment, CPS-1 application): ____________________________________________________

If an offering plan, please specify which of the following applies:

___ Initial Payment ___ Final Payment ___ Both Initial and Final Payments

Plan ID / File ID: _______________________________________________________________________________________

Plan / Project Name: _____________________________________________________________________________________

Plan / Project Address: ___________________________________________________________________________________

____________________________________________________________________________________

Amendment Number (if applicable): _________________________________________________________________________

Submission Date of Filing: ________________________________________________________________________________

Payment Date: __________________________________________________________________________________________

Amount of Payment / Filing Fee Amount: ____________________________________________________________________

Sponsor Name: _________________________________________________________________________________________

Submitting Attorney Name: ________________________________________________________________________________

Submitting Attorney Firm: ________________________________________________________________________________

Submitting Attorney Firm Address: _________________________________________________________________________

_________________________________________________________________________

Submitting Attorney Email: ________________________________________________________________________________

_______________________________________________ ____________________________________

Signature of Submitting Attorney Date