When used in this title the following terms shall mean or include:
1. "Person." An individual, partnership, society, association, joint stock company, corporation, estate, receiver, trustee, assignee, referee or any other person acting in a fiduciary or representative capacity, whether appointed by a court or otherwise, any combination of individuals, and any other form of unincorporated enterprise owned or conducted by two or more persons.
2. "Deed." Any document or writing (other than a will), regardless of where made, executed or delivered, whereby any real property or interest therein is created, vested, granted, bargained, sold, transferred, assigned or otherwise conveyed, including any such document or writing whereby any leasehold interest in real property is granted, assigned or surrendered.
3. "Instrument." Any document or writing (other than a deed or a will), regardless of where made, executed or delivered, whereby any economic interest in real property is transferred.
4. "Transaction." Any act or acts, regardless of where performed, and whether or not reduced to writing, unless evidenced by a deed or instrument, whereby any economic interest in real property is transferred (other than a transfer pursuant to the laws of intestate succession).
5. "Real property." Every estate or right, legal or equitable, present or future, vested or contingent, in lands, tenements or hereditaments, which are located in whole or in part within the city of New York. It shall not include a mortgage, a release of mortgage or, for purposes of paragraph three and subparagraphs (ii) and (iii) of paragraph seven of subdivision a of section 11-2102 of this chapter, a leasehold interest in a one, two or three-family house or an individual dwelling unit in a dwelling which is to be occupied or is occupied as the residence or home of four or more families living independently of each other. It shall not include rights to sepulture.
6. "Economic interest in real property." The ownership of shares of stock in a corporation which owns real property; the ownership of an interest or interests in a partnership, association or other unincorporated entity which owns real property; and the ownership of a beneficial interest or interests in a trust which owns real property.
7. "Transfer" or "transferred." When used in relation to an economic interest in real property, the terms "transfer" or "transferred" shall include the transfer or transfers or issuance of shares of stock in a corporation, interest or interests in a partnership, association or other unincorporated entity, or beneficial interests in a trust, whether made by one or several persons, or in one or several related transactions, which shares of stock or interest or interests constitute a controlling interest in such corporation, partnership, association, trust or other entity.
8. "Controlling interest." In the case of a corporation, fifty percent or more of the total combined voting power of all classes of stock of such corporation, or fifty percent or more of the total fair market value of all classes of stock of such corporation; and, in the case of a partnership, association, trust or other entity, fifty percent or more of the capital, profits or beneficial interest in such partnership, association, trust or other entity.
9. "Consideration." The price actually paid or required to be paid for the real property or economic interest therein, without deduction for mortgages, liens and encumbrances, whether or not expressed in the deed or instrument and whether paid or required to be paid by money, property, or any other thing of value. It shall include the cancellation or discharge of an indebtedness or obligation. It shall also include the amount of any mortgage, lien or other encumbrance, whether or not the underlying indebtedness is assumed.
10. "Net consideration." Any consideration, exclusive of any mortgage or other lien or encumbrance on the real property or interest therein which existed before the delivery of the deed and remains thereon after the delivery of the deed.
11. "Comptroller." The comptroller of the city of New York.
12. "Commissioner of finance." The commissioner of finance of the city of New York.
13. "City." The city of New York.
14. "Grantor." The person or persons making, executing or delivering the deed. The term "grantor" also includes the entity with an interest in real property or the person or persons who transfer an economic interest in real property.
15. "Grantee." The person or persons accepting the deed or who obtain any of the real property which is the subject of the deed or any interest therein. The term "grantee" also includes the person or persons to whom an economic interest in real property is transferred.
16. "Affixed." Includes attached or annexed by adhesion, stapling or otherwise, or a notation by stamp, imprint or writing.
17. "Register." Includes the city register and the county clerk of the county of Richmond.
18. "Tax appeals tribunal." The tax appeals tribunal established by section one hundred sixty-eight of the charter.
Editor's note: For related unconsolidated provisions, see Appendix A at L.L. 1986/071.
a. A tax is hereby imposed on each deed at the time of delivery by a grantor to a grantee when the consideration for the real property and any improvement thereon (whether or not included in the same deed) exceed twenty-five thousand dollars. The tax shall be:
(1) at the rate of one-half of one per centum of the net consideration with respect to conveyances made before July first, nineteen hundred seventy-one, or made in performance of a contract therefor executed before such date;
(2) at the rate of one per cent of such net consideration with respect to –
(i) all conveyances made on or after July first, nineteen hundred seventy-one and before February first, nineteen hundred eighty-two, or made in performance of a contract therefor executed during such period;
(ii) conveyances made on or after February first, nineteen hundred eighty-two and before July first, nineteen hundred eighty-two of one, two or three-family houses and individual residential condominium units, and
(iii) conveyances made on or after February first, nineteen hundred eighty-two and before July first, nineteen hundred eighty-two where the consideration is less than five hundred thousand dollars (other than grants, assignments or surrenders of leasehold interests in real property taxable under paragraph three of this subdivision);
(3) at the rate of one percent of the consideration with respect to grants, assignments or surrenders of leasehold interests in real property made on or after February first, nineteen hundred eighty-two and before July first, nineteen hundred eighty-two where the consideration is five hundred thousand dollars or more, provided however, that for purposes of this paragraph the amount subject to tax in the case of a grant of a leasehold interest in real property shall be only such amount as is not considered rent for purposes of the tax imposed by chapter seven of this title;
(4) at the rate of two percent of the consideration with respect to all other conveyances made on or after February first, nineteen hundred eighty-two and before July first, nineteen hundred eighty-two, except that, for purposes of this paragraph where the consideration includes the amount of any mortgage or other lien or encumbrance on the real property or interest therein which existed before the delivery of the deed and remains thereon after the delivery of the deed, the portion of the consideration ascribable to such mortgage, lien or encumbrance shall be taxed at the rate of one percent, and only the balance of such consideration shall be taxed at the rate of two percent;
(5) at the rate of one percent of the consideration with respect to conveyances made on or after July first, nineteen hundred eighty-two and before August first, nineteen hundred eighty-nine of one, two or three-family houses and individual residential condominium units;
(6) at the rate of one percent of the consideration with respect to conveyances made on or after July first, nineteen hundred eighty-two and before August first, nineteen hundred eighty-nine where the consideration is less than five hundred thousand dollars (other than grants, assignments or surrenders of leasehold interests in real property taxable as hereafter provided);
(7) (i) at the rate of one percent of the consideration with respect to a grant, assignment or surrender, made on or after July first, nineteen hundred eighty-two and before August first, nineteen hundred eighty-nine, of a leasehold interest in a one, two or three-family house or an individual dwelling unit in a dwelling which is to be occupied or is occupied as the residence or home of four or more families living independently of each other,
(ii) at the rate of one percent of the consideration with respect to grants, assignments or surrenders of leasehold interests in real property made on or after July first, nineteen hundred eighty-two and before August first, nineteen hundred eighty-nine where the consideration is less than five hundred thousand dollars, or
(iii) at the rate of two percent of the consideration with respect to grants, assignments or surrenders of leasehold interests in real property made on or after July first, nineteen hundred eighty-two and before August first, nineteen hundred eighty-nine where the consideration is five hundred thousand dollars or more:
(iv) provided, however, that for purposes of subparagraphs (i), (ii) and (iii) of this paragraph, the amount subject to tax in the case of a grant of a leasehold interest shall be only such amount as is not considered rent for purposes of the tax imposed by chapter seven of this title; and
(8) at the rate of two percent of the consideration with respect to all other conveyances made on or after July first, nineteen hundred eighty-two and before August first, nineteen hundred eighty-nine;
(9) with respect to conveyances made on or after August first, nineteen hundred eighty-nine (other than grants, assignments or surrenders of leasehold interests in real property taxable as provided in paragraph ten of this subdivision), the tax shall be at the following rates:
(i) at the rate of one percent of the consideration for conveyances of one, two or three-family houses and individual residential condominium units where the consideration is five hundred thousand dollars or less, and at the rate of one and four hundred twenty-five thousandths of one percent of the consideration for such conveyances where the consideration is more than five hundred thousand dollars, and
(ii) at the rate of one and four hundred twenty-five thousandths of one percent of the consideration with respect to all other conveyances where the consideration is five hundred thousand dollars or less, and at the rate of two and six hundred twenty-five thousandths of one percent where the consideration for such conveyances is more than five hundred thousand dollars;
(10) With respect to a grant, assignment or surrender of a leasehold interest in real property made on or after August first, nineteen hundred eighty-nine, the tax shall be at the following rates:
(i) at the rate of one percent of the consideration for the granting, assignment or surrender of a leasehold interest in a one, two or three-family house or an individual dwelling unit in a dwelling which is to be occupied or is occupied as the residence or home of four or more families living independently of each other where the consideration is five hundred thousand dollars or less, and at the rate of one and four hundred twenty-five thousandths of one percent of the consideration where the consideration for granting, assignment or surrender or such leasehold interest is more than five hundred thousand dollars, and
(ii) at the rate of one and four hundred twenty-five thousandths of one percent of the consideration for the granting, assignment or surrender of a leasehold interest in all other real property where the consideration is five hundred thousand dollars or less, and at the rate of two and six hundred twenty-five thousandths of one percent of the consideration where the consideration for the granting, assignment or surrender of such a leasehold interest is more than five hundred thousand dollars;
(iii) provided, however, that for purposes of subparagraphs (i) and (ii) of this paragraph, the amount subject to tax in the case of a grant of a leasehold interest shall be only such amount as is not considered rent for purposes of the tax imposed by chapter seven of this title. Where any real property is situated partly within and partly without the boundaries of the city of New York the consideration and net consideration subject to tax shall be such part of the total consideration and total net consideration attributable to that portion of such real property situated within the city of New York or to the interest in such portion.
b. (1) In addition to the taxes imposed by subdivision a, there is hereby imposed a tax on each instrument or transaction (unless evidenced by a deed subject to tax under subdivision a), at the time of the transfer, whereby any economic interest in real property is transferred by a grantor to a grantee, where the consideration exceeds twenty-five thousand dollars.
(A) With respect to such transfers made on or after July thirteenth, nineteen hundred eighty-six and before August first, nineteen hundred eighty-nine, the tax shall be (i) at the rate of one percent of the consideration where the real property the economic interest in which is transferred is a one, two or three-family house, an individual cooperative apartment, an individual residential condominium unit or an individual dwelling unit in a dwelling which is to be occupied or is occupied as the residence or home of four or more families living independently of each other, or where the consideration for the transfer is less than five hundred thousand dollars; and (ii) at the rate of two percent of the consideration with respect to all other transfers.
(B) With respect to such transfers made on or after August first, nineteen hundred eighty-nine, the tax shall be at the following rates:
(i) at the rate of one percent of the consideration where the real property, the economic interest in which is transferred, is a one, two or three-family house, an individual cooperative apartment, an individual residential condominium unit or an individual dwelling unit in a dwelling which is to be occupied or is occupied as the residence or home of four or more families living independently of each other and where the consideration for such transfer of an economic interest in such real property is five hundred thousand dollars or less, and at the rate of one and four hundred twenty-five thousandths of one percent of the consideration where the consideration for such transfer of an economic interest in such property is more than five hundred thousand dollars, and
(ii) at the rate of one and four hundred twenty-five thousandths of one percent of the consideration with respect to all other transfers of an economic interest in real property where the consideration is five hundred thousand dollars or less, and at the rate of two and six hundred twenty-five thousandths of one percent of the consideration where the consideration for such transfers is more than five hundred thousand dollars.
(C) Where any real property, the economic interest in which is transferred, is situated partly within and partly without the boundaries of the city of New York, the consideration subject to tax shall be such part of the consideration as is attributable to that portion of such real property which is situated within the city of New York.
(2) Notwithstanding the definition of "controlling interest" contained in paragraph eight of section 11-2101 or anything to the contrary contained in paragraph seven of that section, in the case of any transfer of stock in a cooperative housing corporation in connection with the grant or transfer of a proprietary leasehold, the tax imposed by this subdivision shall apply to (i) the original transfer of such shares of stock by the cooperative corporation or cooperative plan sponsor, and (ii) any subsequent transfer of such shares of stock by the owner thereof. Notwithstanding any provision of this chapter to the contrary, in the case of a transfer described in clause (ii) of this paragraph which relates to an individual residential unit, the consideration for such transfer shall not include any portion of the unpaid principal of any mortgage on the real property of the cooperative housing corporation. In determining the tax on a transfer described in clause (i) of this paragraph, a credit shall be allowed for a proportionate part of the amount of any tax paid upon the conveyance to the cooperative housing corporation of the land and building or buildings comprising the cooperative dwelling or dwellings. Such proportionate part shall be the amount determined by multiplying the amount of tax paid upon the conveyance to the cooperative housing corporation by a fraction, the numerator of which shall be the number of shares of stock transferred in a transaction described in clause (i) and the denominator of which shall be the total number of outstanding shares of stock of the cooperative housing corporation (including any stock held by the corporation). In no event, however, shall such credit reduce the tax on a transfer described in clause (i) below zero, nor shall any such credit be allowed for any tax paid more than twenty-four months prior to the date on which occurs the first in a series of transfers of shares of stock in an offering of cooperative housing corporation shares described in clause (i). For purposes of this paragraph, the term "cooperative housing corporation" shall not include a housing company organized and operating pursuant to the provisions of article two, four, five or eleven of the private housing finance law.
(3) Notwithstanding the definition of "controlling interest" contained in paragraph eight of section 11-2101 or anything to the contrary contained in paragraph seven of that section, in the case of a corporation (other than a cooperative housing corporation), partnership,association, trust or other entity formed for the purpose of cooperative ownership of real property, the tax imposed by this subdivision shall apply to each transfer of shares of stock in such corporation, interest in such partnership, association or other entity or beneficial interest in such trust, in connection with the grant or transfer of a proprietary leasehold. Notwithstanding any provision of this chapter to the contrary, in the case of a transfer described in this paragraph which relates to an individual residential unit (other than the original transfer of such a unit by the cooperative entity or cooperative plan sponsor), the consideration for such transfer shall not include any portion of the unpaid principal of any mortgage on the real property of such corporation, partnership, association, trust or other entity. Notwithstanding any other provision of law to the contrary, all revenues arising from the tax imposed pursuant to this paragraph shall be credited to and deposited in the general fund of the city, but no part of such revenues may be expended unless appropriated in the annual budget of the city.
c. (1) Anything to the contrary notwithstanding, in the case of any conveyance or transfer of real property or any economic interest therein in complete or partial liquidation of a corporation, partnership, association, trust or other entity, the taxes imposed by this section shall be measured by (i) the consideration for such conveyance or transfer, or (ii) the value of the real property or economic interest therein, whichever is greater.
(2) If, within twenty-four months following the transfer of an economic interest in real property which is subject to the tax imposed by this chapter, the corporation, partnership, association, trust or other entity owning the real property the economic interest in which was so transferred, is liquidated, and such real property is conveyed to the grantee or grantees of such economic interest, a credit shall be allowed against the tax imposed by this chapter upon such conveyance in liquidation to such grantee or grantees. The amount of such credit shall be equal to the amount of the tax paid upon the prior transfer of the economic interest in such real property, but shall in no event be greater than the tax payable upon the conveyance in liquidation.
d. In the case of a transfer of an economic interest in any entity that owns assets in addition to real property or interest therein, the consideration subject to tax shall be deemed equal to the fair market value of the real property or interest therein apportioned based on the percentage of the ownership interest in the entity transferred.
e. (1) Notwithstanding anything contained in this section, the tax imposed under subdivisions a and b on any deed or other instrument or transaction conveying or transferring real property or an economic interest therein, that qualifies as a real estate investment trust transfer, as defined below, shall be imposed at a rate equal to fifty percent of the otherwise applicable rate.
(2) For purposes of this subdivision e, a real estate investment trust transfer shall mean
(A) any deed or other instrument or transaction conveying or transferring real property or an economic interest therein to a real estate investment trust as defined in section eight hundred fifty-six of the internal revenue code (a "REIT") or to a partnership or corporation in which a REIT owns a controlling interest immediately following the transaction; and
(B) any issuance or transfer of an interest in a REIT, or in a partnership or corporation in which a REIT owns a controlling interest immediately following the issuance or transfer in connection with a transaction described in subparagraph (A) of this paragraph. Notwithstanding the foregoing, a transaction described in the preceding sentence shall not constitute a real estate investment trust transfer unless (i) it occurs in connection with the initial formation of the REIT and the conditions described in subparagraphs (C) and (D) of this paragraph are satisfied, or (ii) in the case of any real estate investment trust transfer occurring on or after July thirteenth, nineteen hundred ninety-six and before September first, two thousand twenty-six, the transaction is described in subparagraph (E) of this paragraph in which case the provision of such subparagraph shall apply.
(C) The value of the ownership interests in the REIT, or in a partnership or corporation in which the REIT owns a controlling interest, received by the grantor as consideration for such conveyance or transfer must be equal to an amount not less than forty percent of the value of the equity interest in the real property or economic interest therein conveyed or transferred by the grantor to the grantee and such ownership interests must be retained by the grantor or owners of the grantor for a period of not less than two years following the date of such conveyance or transfer; provided, however, that in the case of the death of the grantor or an owner of the grantor within such two year period, this two year retention requirement shall be deemed to be satisfied notwithstanding any conveyance or transfer of such ownership interests held by such individual as a result of such death. The value of the equity interest in such real property or economic interest therein shall be computed by subtracting from the consideration for the conveyance or transfer of the real property or economic interest therein the unpaid balance of any loans secured by mortgages or other encumbrances which are liens on the real property or economic interest therein immediately before the conveyance or transfer. For purposes of this computation, in the case of a conveyance or transfer of real property other than a conveyance or transfer of an economic interest in real property, the amount of the unpaid balance of any loans secured by mortgages or other encumbrances to be subtracted from consideration is determined by multiplying the total unpaid balance of any loans secured by mortgages or other encumbrances on the real property by the percentage of the ownership interest in the real property being conveyed or transferred to the grantee. In the case of a transfer of an economic interest in real property, such amount to be subtracted is equal to the sum of the following amounts: (i) a reasonable apportionment to the interests in real property owned by the entity of the amount of any loans secured by encumbrances on the ownership interests in the entity which are being conveyed or transferred and (ii) the amount of any loans secured by mortgages or other encumbrances on the real property of the entity multiplied by the percentage interest in the entity which is being conveyed or transferred. Provided, however, that for purposes of the computation made pursuant to this subparagraph (C), any mortgages or other encumbrances on the real property or economic interest therein which are created in contemplation of the initial formation of the REIT or in contemplation of the conveyance or transfer of such real property or economic interest therein to the REIT or to a partnership or corporation in which the FEIT owns a controlling interest immediately following the conveyance or transfer shall not be considered.
(D) Seventy-five percent or more of the cash proceeds received by such REIT from the sale of ownership interests in such REIT upon its initial formation must be used: (i) to make payments on loans secured by any interest in real property (including an ownership interest in an entity owning real property) which is owned directly or indirectly by such REIT; (ii) to pay for capital improvements to real property or any interest therein owned directly or indirectly by such REIT; (iii) to pay brokerage fees and commissions, professional fees and payments to or on behalf of a tenant as an inducement to enter into a lease or sublease incurred in connection with the creation of a leasehold or sublease pertaining to real property or any interest therein owned directly or indirectly by such REIT; (iv) to acquire any interest in real property (including an ownership interest in any entity owning real property), apart from any acquisition to which a reduced rate of tax is applicable pursuant to this subdivision (without regard to this subparagraph); or (v) for reserves established for any of the purposes described in clause (i), (ii) or (iii) of this subparagraph. For purposes of this subparagraph, the term real property shall include real property wherever located.
(E) If a transaction otherwise described in subparagraph (A) or (B) of this paragraph occurs other than in connection with the initial formation of a REIT, the condition set forth in subparagraph (D) shall be disregarded and such transaction shall constitute a "real estate investment trust transfer" if the condition set forth in subparagraph (C) would be satisfied if "fifty percent" is substituted for "forty percent" therein.
(3) For purposes of determining the consideration for a real estate investment trust transfer taxable under this subdivision e the value of the real property or interest therein shall be equal to the estimated market value as determined by the commissioner of finance for real property tax purposes as reflected on the most recent notice of assessment issued by such commissioner, or such other value as the taxpayer may establish to the satisfaction of such commissioner.
(4) This subdivision e shall only apply to real estate investment trust transfers occurring on or after the effective date of this subdivision.
f. Notwithstanding any other provision of this chapter, in determining the tax imposed by this chapter with respect to a deed, instrument or transaction conveying or transferring a one, two or three-family house, an individual residential condominium unit, an individual residential cooperative apartment, or an interest therein, the consideration for such conveyance or transfer shall exclude, to the extent otherwise included therein, the amount of any mortgage or other lien or encumbrance on the real property or interest therein that existed before the delivery of the deed or the transfer and remains thereon after the date of delivery of the deed or the transfer, other than any mortgage, lien or encumbrance placed on the property or interest in connection with, or in anticipation of, the conveyance or transfer, or by reason of deferred payments of the purchase price whether represented by notes or otherwise. Provided, however, that this subdivision shall not apply to a conveyance or transfer (1) to a mortgagee, lienor or encumbrancer, regardless of whether the grantor or transferor is or was personally liable for the indebtedness secured by the mortgage, lien or encumbrance or whether the mortgage, lien or encumbrance is canceled of record, or (2) which qualifies as a "real estate investment trust transfer" as defined in subdivision e of this section.
(Am. 2017 N.Y. Laws Ch. 271, 9/1/2017, eff. 9/1/2017; Am. 2020 N.Y. Laws Ch. 58, 4/3/2020, eff. 4/3/2020; Am. 2023 N.Y. Laws Ch. 59, 5/3/2023, eff. 5/3/2023)
Editor's note: For related unconsolidated provisions, see Appendix A at L.L. 1986/071 and L.L. 1989/058.
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