Virginia Code 55.1-2155: Public offering statement; general provisions.
A. Except as provided in subsection B, a public offering statement shall contain or fully and accurately disclose:
Terms Used In Virginia Code 55.1-2155
- Contract: A legal written agreement that becomes binding when signed.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Escrow: Money given to a third party to be held for payment until certain conditions are met.
- Real estate: includes (i) parcels with or without upper or lower boundaries and (ii) spaces that may be filled with air or water. See Virginia Code 55.1-2100
- Security interest: includes a mortgage, deed of trust, trust deed, security deed, contract for deed, land sales contract, lease intended as security, assignment of lease or rents intended as security, pledge of an ownership interest in an association, and any other consensual lien or title retention contract intended as security for an obligation. See Virginia Code 55.1-2100
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
1. The name and principal address of the declarant and of the cooperative;
2. A general description of the cooperative, including to the extent possible the types, number, declarant’s schedule of commencement, and completion of construction of buildings and amenities that the declarant anticipates including in the cooperative;
3. The number of units in the cooperative;
4. Copies and a brief narrative description of the significant features of the declaration and any other recorded covenants, conditions, restrictions, and reservations affecting the cooperative; the bylaws and any rules or regulations of the association; copies of any contracts and leases to be signed by purchasers at closing; and a brief narrative description of any contracts or leases that will or may be subject to cancellation by the association under § 55.1-2136;
5. Any current balance sheet and a projected budget for the association, either within or as an exhibit to the public offering statement, for one year after the date of the first conveyance to a purchaser, and thereafter the current budget of the association, a statement of who prepared the budget, and a statement of the budget’s assumptions concerning occupancy and inflation factors. The budget shall include:
a. A description of provisions made in the budget for reserves for repairs and replacement;
b. A statement of any other reserves;
c. The projected common expense assessment by category of expenditures for the association;
d. The projected monthly common expense assessment for each type of unit; and
e. The projected debt, inclusive of principal and any accrued interest, loan fees, and other similar charges, assumed or to be assumed by the association and an estimate of the payments necessary to service such debt.
6. Any services not reflected in the budget that the declarant provides, or expenses that he pays and that he expects may become at any subsequent time a common expense of the association, and the projected common expense assessment attributable to each of those services or expenses for the association and for each type of unit;
7. Any initial or special fee due from the purchaser at closing, together with a description of the purpose and method of calculating the fee;
8. A description of any liens, defects, or encumbrances on or affecting the title to the cooperative;
9. A description of any financing offered or arranged by the declarant;
10. The terms and significant limitations of any warranties provided by the declarant, including statutory warranties and limitations on the enforcement of such warranties or on damages;
11. A statement that:
a. Within 10 days after receipt of a public offering statement a purchaser, before conveyance, may cancel any contract for purchase of a cooperative interest from a declarant; and
b. If a declarant fails to provide a public offering statement to a purchaser before conveying a cooperative interest, that purchaser may recover from the declarant 10 percent of the sales price of the cooperative interest, plus 10 percent of the share, proportionate to his common expense liability, of the indebtedness of the association secured by mortgages or deeds of trust encumbering the cooperative;
12. A statement of any unsatisfied judgments or pending actions against the association and the status of any pending actions material to the cooperative of which a declarant has actual knowledge;
13. A statement that any deposit made in connection with the purchase of a cooperative interest will be held in an escrow account until closing and will be returned to the purchaser if the purchaser cancels the contract pursuant to § 55.1-2160, together with the name and address of the escrow agent;
14. Any restrictions on (i) use and occupancy of the units; (ii) alienation of the cooperative interests; (iii) the amount for which a cooperative interest may be sold; or (iv) the amount that may be received by a proprietary lessee upon sale, condemnation, or casualty loss to the unit or the cooperative or termination of the cooperative;
15. A description of the insurance coverage provided for the benefit of proprietary lessees;
16. Any current or expected fees or charges to be paid by proprietary lessees for the use of the common elements and other facilities related to the cooperative;
17. The extent to which financial arrangements have been provided for completion of all improvements labeled “MUST BE BUILT” pursuant to § 55.1-2171;
18. A brief narrative description of any zoning and other land use requirements affecting the cooperative;
19. A specified or maximum amount, if any, of acquisition, development, or construction debt, inclusive of principal and any accrued interest, loan fees, and other similar charges, assumed or to be assumed by the association and whether there will be a security interest encumbering the cooperative to secure repayment;
20. All unusual and material circumstances, features, and characteristics of the cooperative and the units;
21. Whether the proprietary lessees will be entitled, for federal, state, and local income tax purposes, to a pass-through of deductions for payments made by the association for real estate taxes and interest paid the holder of a security interest encumbering the cooperative; and
22. A statement as to the effect on every proprietary lessee if the association fails to pay real estate taxes or payments due the holder of a security interest encumbering the cooperative.
B. If a cooperative composed of not more than three units is not subject to any development rights, and no power is reserved to a declarant to make the cooperative part of a larger cooperative, a group of cooperatives, or other real estate, a public offering statement may include the information otherwise required by subdivisions A 9 and 10 and 15 through 19 and the narrative descriptions of documents required by subdivision A 4.
C. A declarant promptly shall amend the public offering statement to report any material change in the information required by this section.
D. The declarant shall provide a copy of the public offering statement and all amendments to the association, and the association shall maintain them in its records.
1982, c. 277, § 55-478; 2004, c. 242; 2005, c. 436; 2019, c. 712.