NYC Community Opportunity to Purchase Act (COPA): A Timing Issue for Sellers, Not a Bar to Selling

Key Takeaways

• COPA does not set a sale price, does not require an owner to sell, and does not require an owner to accept an initial nonprofit offer. Most buildings will not be covered at all.
• For covered buildings, COPA adds time to the front end of a sale: up to 100 days from notice before marketing to outside buyers if a nonprofit expresses interest and its offer is rejected, and a one-year right for that nonprofit to match an outside offer.
• The bill is at the Mayor’s desk as of October 30, 2026, and would take effect one year after it becomes law, so there is time to plan.

Much of the public discussion of the Community Opportunity to Purchase Act, or COPA, suggests that it will take the decision to sell away from New York City building owners. That is not what the bill says. COPA does not set a sale price, does not require an owner to sell, and does not require an owner to accept an initial nonprofit offer. It gives certain certified nonprofits, and joint ventures they control, a first look at a covered building before it goes to market, and in some cases a limited right to match an outside offer. For the owners it reaches, COPA is mainly a question of timing that needs to be built into the decision of when to put the buildingon the market.[1]

The City Council approved Int. No. 905-A on October 22, 2026, and as of October 30, 2026, the bill is at the Mayor’s desk for signature. It would take effect one year after it becomes law, so its sale requirements are not yet in effect.[1]

Most buildings will not be covered

COPA is limited to Class A multiple dwellings with at least four units, and only if the building falls into one of six categories when notice would be due. Five are tied to a poor enforcement record or distress: at least one year in the Alternative Enforcement Program; an HPD finding of distress with an in rem foreclosure action; an underlying-condition order in place for at least one year; a violation annual daily average of three or more; or an uncured denial of a certification of no harassment within the past year. The sixth covers buildings of 100 or fewer units under an HPD regulatory agreement imposing an income-based occupancy restriction.[2]

A restriction imposed only under 421-a does not count, and a loan default or maturity does not by itself trigger coverage. Owner-occupied buildings with five or fewer units areexcluded.[2]

Even for covered buildings, the bill excludes many transfers, including refinancing to keep ownership, family transfers, transfers by inheritance, changes in the form of ownership only, and entity transfers where the same person keeps the controlling interest.^[9]

HPD must publish the coverage criteria, send covered owners written notice each year, and give an owner a chance to be heard on whether the bill applies. Owners should still have counsel review the building’s enforcement history and regulatory agreements before marketing, since several tests look back over time.[2]

Have the required records ready before giving notice

An owner of a covered property must notify HPD and all certified qualified entities before taking any “action to sell,” which includes making an offer to sell or accepting a purchase offer. Counsel should be involved before the owner or broker takes those steps.[3]

Within five calendar days after receiving a statement of interest, the owner must provide the rent roll, 12 months of income and expenses, the mortgage balance, open violations and municipal balances, pending litigation, harassment findings from the past five years, and any open offers. Sensitive tenant information may be redacted. Five days is not much time, so these materials should be assembled before notice is given.[3]

Allow for the offer periods in the sale and loan documents

Qualified entities have 20 calendar days from the notice to express interest. An entity that does so then has 70 calendar days from the end of the initial 20-day period to submit an offer, subject to limited extensions. The owner cannot take action to sell to an outside buyer during these periods.[4]

The owner then has 10 calendar days to accept, reject, or counter. An acceptance or counter opens a 30-day period to sign a contract.[4]

Taken together, if a nonprofit expresses interest and the owner rejects its offer, the owner should allow up to 100 days from notice before marketing to outside buyers, plus up to 10 days for extensions. If the owner accepts or counters and no contract is signed, add another 30 days. If no one expresses interest within the first 20 days, the owner may go to market then. If interest is expressed but no offer is submitted, the owner may proceed when the applicable offer period expires.^[4]

These periods should be considered before agreeing to a closing date or a lender forbearance, and the sale contract should address their effect on the buyer’s financing and performance deadlines.

The owner keeps the right to say no

This is the part of the bill most often overlooked. COPA gives a qualified entity the right to make the first offer, not the right to buy. The bill expressly allows the owner to accept, reject, or counter. If the owner rejects every qualified entity offer, or the 30-day contract period runs without a signed contract, the owner may sell to someone else, subject to the matching right discussed below.^[10]

A qualified entity that misses its deadlines waives its first-offer right. An owner may also withdraw a notice of intent to sell, subject to any accepted offer or signed contract. If the owner later offers the property for sale again, the notice requirements apply again. The owner may reject the initial nonprofit offer, subject to the matching right discussed below. The question is how much time the process adds and when to start it.^[10]

Account for the right to match an outside offer

Rejecting a nonprofit offer carries one consequence to plan for. For one year after the rejection, or after an unsuccessful contract period, the entity that made the first offer may match an outside offer the owner intends to accept. The right belongs only to that entity, applies to outside offers made within the specified one-year period, and requires the identical price, terms, and conditions. The owner must give notice within 15 days of receiving the outside offer, and the entity then has 15 days to match or the right is waived.[5]

The outside purchase contract should address the matching right, including what happens to the deposit if it is exercised. If the entity matches, both sides must proceed on the matched terms, and if it then fails to perform, the owner is released from the chapter.[5]

Noncompliance carries real consequences. Selling without the required notice can lead to a civil penalty of up to 15 percent of the sale price, and a qualified entity may sue within two years after the deed is recorded for damages, an injunction, and attorneys’ fees. Owners should keep a full record of each step.[6]

Review short sales and workouts separately

Lender approval of a short sale does not take the transaction outside COPA. The bill’s definition of a sale expressly includes a mortgagee-approved transfer for less than the debt. Transfers through judicial or bankruptcy proceedings and deeds in lieu of foreclosure are excluded, but a voluntary sale should not be assumed to qualify merely because it is part of a workout. Any forbearance or sale deadline needs to allow for the statutory process.[7]

HPD, or another agency the Mayor designates, may also waive requirements upon a showing of undue financial hardship. Relief is discretionary and may not come before a loan deadline, so an owner should not rely on it in place of planning.[8]

Frequently Asked Questions About COPA

Does COPA require a New York City building owner to sell to a nonprofit?

No. COPA does not set a sale price, does not require an owner to sell, and does not require an owner to accept an initial nonprofit offer. It gives certain certified nonprofits, and joint ventures they control, a first look at a covered building before it goes to market, and in some cases a limited right to match an outside offer.

Which buildings does COPA cover?

COPA is limited to Class A multiple dwellings with at least four units, and only if the building falls into one of six categories when notice would be due. Five are tied to a poor enforcement record or distress. The sixth covers buildings of 100 or fewer units under an HPD regulatory agreement imposing an income-based occupancy restriction. Owner-occupied buildings with five or fewer units are excluded.

How much time does COPA add to a sale?

If a nonprofit expresses interest and the owner rejects its offer, the owner should allow up to 100 days from notice before marketing to outside buyers, plus up to 10 days for extensions. If the owner accepts or counters and no contract is signed, add another 30 days. If no one expresses interest within the first 20 days, the owner may go to market then.

What happens if an owner sells without giving the required notice?

Selling without the required notice can lead to a civil penalty of up to 15 percent of the sale price, and a qualified entity may sue within two years after the deed is recorded for damages, an injunction, and attorneys’ fees.

Address COPA before negotiating the sale

COPA is not the threat to property rights that some have described, and many owners will not be covered at all. For those who are, it adds time to the front end of a sale, but the owner keeps the right to reject the initial nonprofit offer and sell to an outside buyer, subject to the matching right. The task is to confirm coverage early, have the records ready, and factor the statutory periods into when to go to market. With the bill not taking effect until a year after it becomes law, there is time to plan.^[1]

If you are considering selling a New York City multifamily property, or negotiating a workout that may involve a sale, contact Ryan O. Miller or Scott E. Koop at Scarinci Hollenbeck to discuss COPA’s potential application and the steps to address before proceeding.

This article is for general informational purposes and does not constitute legal advice. Its discussion of COPA is based on the Council-approved text and legislative status as of October 30, 2026.

Sources

[1] New York City Council, Int. No. 905-A (2026), Council-approved October 22, 2026; legislative history and § 3 (effective date). All statutory references below are to the Council-approved bill, including the proposed Administrative Code sections in § 1. See also proposed §§ 26-851 and 26-853 (qualified entities and certification). Status checked October 29, 2026.

[2] Int. No. 905-A, proposed §§ 26-851, 26-852, and 26-863. “Affordability restriction” concerns an income-based occupancy restriction under a regulatory agreement entered into with and managed by HPD, excluding a restriction imposed under RPTL § 421-a. Bill § 2 also excludes the described recorded declarations from the regulatory-agreement definition.

[3] Id., proposed §§ 26-851 (action to sell), 26-854, 26-855(b), and 26-862. The initial notice itself must include the information specified in § 26-854(b). Section 26-855(e) also requires disclosure of offers received while the interested entity’s first-offer right remains outstanding.

[4] Id., proposed §§ 26-855 through 26-857. Section 26-856(d) permits an extension of up to five calendar days per qualifying application, provided the commissioner has not already granted more than one earlier extension for that entity.

[5] Id., proposed § 26-851 (offer subject to match) and §§ 26-858 through 26-859. Under § 26-859(b), failure to exercise the matching right timely constitutes waiver and ends the owner’s obligations under that section. Under § 26-859(a), an entity’s failure to perform after exercise relieves the owner of further obligations under the chapter.

[6] Id., proposed § 26-861(a)–(c). The civil penalty in subdivision (a) concerns failure to give the required notice of intent to sell. Subdivisions (b) and (c) separately address a qualified entity’s action where a violation results in a sale to a person other than a qualified entity.

[7] Id., proposed § 26-851 (sale) and § 26-863(c)–(d). The exclusions depend on the transfer involved; § 26-863 contains additional exclusions that should be reviewed for the particular transaction.

[8] Id., proposed § 26-866 (discretionary hardship waiver and required implementing rules).

[9] Id., proposed § 26-863(b), (i), (j), (m), and (r).

[10] Id., proposed §§ 26-854(c), 26-855(c), 26-856(c), 26-857(a)–(c), and 26-859(a).