An apartment cooperative will typically involved a corporation renting apartments to people who are also owners of stock in the corporation. The apartment complex is owned by the corporation.
Two basic documents are ordinarily involved in the transfer of a member's or stockholder's interest in a cooperative apartment corporation: (1) an agreement for the purchase and sale of the proprietary lease and the appurtenant membership or stock; and (2) the instrument of assignment.
The agreement of purchase and sale is similar in format to an agreement for the sale of real property. The seller agrees to assign all rights under the proprietary lease covering the unit, and to sell the membership or stock in the corporation. The seller also agrees to procure the consent of the corporation to the transfer if this is required in the proprietary lease. The purchaser agrees to pay the purchase price and to submit references to the corporation and otherwise cooperate in procuring its consent to the transfer, and also promises to execute an agreement in a form approved by the corporation by which the purchaser assumes and agrees to be bound by all covenants and conditions of the proprietary lease.
The instrument of assignment does not differ materially from an ordinary assignment of a lease of real property, except that the assignor's interest in the membership or stock in the corporation is assigned together with interests under the proprietary lease. Ordinarily, the assignor declares that there are no liens or other claims outstanding against the lease or the shares to be assigned, that there are no undischarged bankruptcy proceedings or unsatisfied judgments or tax liens outstanding against the assignor, and that the assignor has full right and authority to assign the lease and shares.
South Dakota Corporate Law | Consent of Corporation to Assignment of Proprietary Lease and Consent to Membership Explained In South Dakota, the Consent of Corporation to Assignment of Proprietary Lease and Consent to Membership is a legal document that allows a corporation to grant approval for the transfer of a proprietary lease and membership interest to another party. This consent is required to facilitate the smooth transfer of ownership and ensure compliance with both the corporation's regulations and state laws. South Dakota corporations hold the authority to own and manage certain types of real estate properties, commonly known as cooperative housing or condominiums. These properties are typically governed by association bylaws and proprietary leases, which outline ownership rights, obligations, and membership requirements. When an individual wishes to assign their proprietary lease and membership interest to another person or entity, they must obtain the consent of the corporation. This consent signifies that the corporation acknowledges and approves the transfer, ensuring that the incoming party complies with the corporation's rules and regulations. It is essential to note that the type of Consent of Corporation to Assignment of Proprietary Lease and Consent to Membership may vary depending on the specific circumstances. For instance, some corporations might have different variations of consent forms based on membership types or particular requirements for complex transactions. Key terms that are relevant to South Dakota Consent of Corporation to Assignment of Proprietary Lease and Consent to Membership include: 1. Proprietary Lease: It is a legally binding agreement between the corporation and the member, granting the member the right to occupy and use a specific unit or property within the cooperative housing or condominium. This lease outlines the terms and conditions of occupancy, maintenance responsibilities, and rights of the member. 2. Membership: In cooperative housing or condominiums, membership refers to the individual or entity's status as a member of the corporation. It involves the right to occupy and use a specific unit or property and participate in the decision-making process regarding the management and governance of the property. 3. Assignment: Assignment refers to the transfer of an existing proprietary lease and membership interests to another individual or entity. 4. Consent of Corporation: This is the official approval obtained from the corporation allowing the transfer of proprietary lease and membership interests to a third party. It ensures compliance with the corporation's guidelines and protects all parties involved in the transaction. 5. Cooperative Housing/Condominium Association: It is a corporation responsible for the management and governance of a cooperative housing or condominium property. The association enforces regulations, collects fees, and oversees the well-being of the property and its members. In summary, the South Dakota Consent of Corporation to Assignment of Proprietary Lease and Consent to Membership is a crucial legal document that allows for the transfer of ownership interests within cooperative housing or condominiums. It ensures compliance with the corporation's regulations and protects the rights of all parties involved.
