Community Opportunity to Purchase Act (“COPA”) Passed by NYC Council (Int. 902-A)

The Community Opportunity to Purchase Act (“COPA”) was passed by the New York City Council on December 18, 2025. The law requires certain building owners to give qualified nonprofit or mission-driven organizations a first opportunity to purchase their properties before a sale to a third party may proceed.

The version adopted by the Council reflects significant amendments from earlier proposals. As enacted, COPA does not apply to all multifamily properties. Instead, it applies only to certain residential buildings with four or more units that meet specific statutory criteria.

Which Buildings Are Covered

A building is subject to COPA only if both of the following conditions are met:

1. It is a Class A residential building with four or more units.

  1. This generally includes typical apartment buildings.
  2. The following are not covered:
  • One- to three-unit buildings
  • Owner-occupied five-unit buildings
  • Commercial-only properties

2. It meets at least one statutory condition:

  1. The covered property was placed on an HPD enforcement list (Alternative Enforcement Program, i.e. Emergency Repair Program and Certificate of No Harassment Suspension List).
  2. The covered property is subject to an in rem foreclosure.
  3. The covered property is subject to an order to correct underlying conditions.
  4. The covered property has certain existing hazardous violations or unpaid municipal charges.
  5. The covered property had an affordability restriction expire within the past 2 years.
  6. The covered property has an affordability restriction set to expire within the next 2 years.

Who Are Qualified Entities?

Qualified entities are HPD-approved nonprofit or mission-driven organizations eligible to participate in COPA transactions.

  1. HPD maintains a public list of all qualified entities.
  2. Once approved, these organizations automatically receive COPA notices for any covered property.
  3. Owners do not choose or notify these organizations individually; rather, the Owner notifies HPD of the transaction and HPD distributes all notice to such Qualified Entities.

Sale and Notice Requirements

For covered buildings, COPA imposes mandatory pre-sale notice and waiting periods. Owners must notify HPD at least 5 days before taking any action to sell (including listing or accepting an offer).

An owner must also provide qualified entities a right of first offer, including 45-day time period within which the Qualified entity must express interest, within an additional 90 days to submit an offer.

If a third-party offer is later received, Qualified entities have a final 15-day right of first refusal to purchase the building for sale.

These requirements may materially affect transaction timing, financing coordination, title insurance, and exchange planning, particularly where sales are time-sensitive.

Penalties for Noncompliance

Under the enacted version of COPA, an owner who sells a covered property in violation of the statute may be subject to a civil penalty of at least 3% of the sale price. Qualified entities may also seek injunctive relief to halt a noncompliant transaction.

Market and Practical Considerations

Although COPA is limited to a defined subset of buildings, industry participants have raised concerns regarding extended transaction timelines, financing uncertainty, and reduced market flexibility, particularly for smaller owners and properties requiring refinancing or disposition within fixed windows. The law may also complicate transactions involving exchange deadlines or lender-driven timing requirements.

Next Steps

The legislation will now be delivered to Mayor Eric Adams for signature or veto. If enacted, COPA will take effect one year after adoption. Additional guidance is expected from HPD regarding covered properties, notice mechanics, and Qualified entities.

Takeaway for Owners

COPA does not automatically apply to most multifamily buildings. Coverage depends on specific enforcement, arrears, or affordability-related triggers. For properties that are covered, however, the law introduces new notice obligations, mandatory delays, and meaningful penalties, making early legal review essential when considering a sale.

Kucker Marino Winiarsky & Bittens LLP is closely monitoring COPA’s implementation and advising clients on compliance requirements, enforcement exposure, and transaction strategy.

Owners with questions regarding how COPA may apply to a particular building or proposed transaction should contact their KMWB attorney to discuss next steps.

Media Contacts:

Valerie Shutack
Kucker Marino Winiarsky & Bittens, LLP
(212) 869-5030
vshutack@kuckermarino.com