Syndicate Legal Advisory Services prepares the complete set of documents required to form a housing cooperative that operates as a common interest development — a stock cooperative, limited-equity housing cooperative, or mutual housing corporation — in California under the Cooperative Corporation Law (or the Nonprofit Mutual Benefit Corporation Law where used), the Davis-Stirling Common Interest Development Act, and the Subdivided Lands Law, and in other states under their cooperative, condominium, or common-interest-ownership statutes, to organize it, and to establish its membership, occupancy, governance, assessment, and compliance framework from the date the cooperative takes title. Working from the client’s answers to a structured intake and from the project’s title, financing, and regulatory documents, we draft, assemble, and organize the incorporation documents, custom bylaws conforming to the statutes, the occupancy agreement and membership documents, the organizational resolutions, the operating rules and assessment framework, and the post-incorporation compliance calendar, so the cooperative is formed correctly, governed by documents that are consistent with one another and with the statutes, and positioned to meet the obligations the law imposes on both cooperatives and common interest development associations. State filing fees, recording fees, Department of Real Estate or equivalent filing fees, registered-agent fees, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Formation and structure planning — a structured intake and written summary confirming the state and the cooperative type (market-rate stock cooperative, limited-equity cooperative with resale-price restrictions, or mutual housing corporation), whether the cooperative is being formed by a developer or converter, by tenants acquiring their building, or by a nonprofit sponsor; the property, its title and financing (including any blanket mortgage and the lender’s requirements for the governing documents), and the public-report or registration the subdivision or cooperative-offering statute requires before memberships may be sold; the membership structure (one membership or share per unit, with the occupancy right attached), the transfer and resale rules and any equity limitation and affordability covenants; the board size, election method, and any sponsor control period; the assessment structure and reserve funding; the corporate name and registered agent; and the federal tax treatment (Section 216 pass-through of mortgage interest and property taxes to members, and the Section 528 election or Subchapter T treatment as applicable).
Articles of incorporation — preparation of the articles in the form the cooperative or nonprofit statute requires, including the statement of the corporation’s form and that it is organized to own and operate a housing cooperative that is a common interest development, the identification of the property, the purpose statement, the registered agent and incorporator, the membership and share structure, the one-member-one-vote and limited-return provisions the cooperative statute requires, the equity-limitation and resale provisions for a limited-equity cooperative, the dissolution and distribution provisions the statute and any affordability covenants require, and the optional provisions on director liability limitation and indemnification.
Custom bylaws — bylaws written for the specific cooperative and conforming to both the cooperative and common-interest-development statutes, addressing: membership tied to a unit, qualifications and approval of prospective members, membership shares or certificates, transfer and resale procedures and pricing, the cooperative’s right of first refusal, withdrawal, and termination of membership with the notice and hearing the statutes require; member meetings, notice, quorum, voting by secret ballot under the statutory election procedures, and action by written consent where permitted; the board — its size, member-director requirements, nomination and election with the inspector-of-elections procedures, terms, vacancies, removal, meetings and the open-meeting and notice requirements, executive sessions, and committees; the officers and their duties; the assessment, lien, and collection authority; the fiscal year, budget, reserve study, and financial reporting; records and inspection rights; conflict-of-interest procedures; indemnification and insurance; and the amendment procedures with the member approval the statutes require.
Occupancy agreement and membership documents — the occupancy agreement or proprietary lease between the cooperative and each member setting out the occupancy right, carrying charges, use and maintenance obligations, alterations, subletting, default and termination, and the cooperative’s remedies; the membership subscription agreement and share certificate; the recognition agreement for member share loans where lenders finance individual memberships; the membership-transfer and resale forms; and the membership roll keyed to the units.
Operating rules and assessment framework — the house rules and the rule-adoption procedure with the member notice and comment period the statute requires, the carrying-charge and assessment schedule and the collection policy with the statutory pre-lien notice, payment-plan, and dispute-resolution disclosures, the alteration and architectural review procedures, the enforcement and fine schedule with notice-and-hearing requirements, and the internal and alternative dispute resolution procedures the statute requires before litigation.
Organizational resolutions and initial records — the incorporator’s action and the board’s organizational consent adopting the bylaws, occupancy agreement, and rules, electing officers, admitting the initial members, adopting the initial budget and assessment schedule, authorizing the operating and reserve accounts, the acquisition of the property and the blanket financing, the managing agent where used, and the tax identification and elections, and ratifying the incorporation; the membership roll and share ledger; and the record book index.
Tax identification, regulatory, and compliance filings — the federal employer identification number application, the documentation supporting Section 216 cooperative-housing-corporation status and the annual pass-through statements to members, the state tax and employer registrations, the public report or cooperative-offering registration where required before membership sales, the initial statement of information and the common interest development statement, the beneficial ownership information report where the cooperative is subject to it under the rules in effect at formation, and a compliance calendar and template set for the annual budget report and policy statement, the reserve study cycle, the annual financial review or audit, the annual election, the state filings, the annual tax return, the Section 216 member statements, the insurance disclosures, and the resale and transfer procedures, with a one-page summary of the board’s recurring statutory duties.
Deliverable: a complete, indexed record book (electronic and hard copy) containing the filed or file-ready articles, the executed bylaws, the occupancy agreement and membership documents, the operating rules and policies, the organizational consents, the membership roll and share ledger, the tax, regulatory, and compliance filings, and the compliance calendar, with a filing checklist and signature-ready versions of each document.