Buying a Co-op in NYC: The Lien Search, UCC Filings and Why There Is No Deed

When you buy a co-op in New York City, there is no deed and no title search. You are buying shares in the corporation that owns the building, plus a lease on your apartment. New York’s commercial code, the Uniform Commercial Code or UCC, treats that as personal property, not real estate (definitions). So the closing runs on a co-op lien search, which checks for debts and claims against the people in the deal.

This guide covers NYC co-ops under New York State law. Staten Island files some records in a different place, as noted below.

What you are actually buying

The co-op corporation owns the land and the building. Any mortgage on the building is the corporation’s debt, not yours. Your apartment comes with two documents:

A stock certificate for the shares tied to your apartment.
A proprietary lease, which gives you the right to live there.

Because there is no deed, a few things work differently:

Ownership passes when the seller signs over the lease and hands over the stock, after the co-op board approves you.
If you get a loan, the lender takes the shares and lease as security. It files a UCC financing statement, a public notice of the loan, instead of recording a mortgage.
Co-op loans pay no mortgage recording tax and cannot use a CEMA (see mortgage recording tax in NYC and Westchester).

What the co-op lien search checks

After the contract is signed, the buyer’s attorney or lender orders the lien search from a title or search company. The company searches public records against the seller, the buyer and the co-op corporation, and certifies what it found.

Search	Against	What it finds
UCC filings	Seller, unit	Open loans on the shares
Judgments	Seller, buyer	Court judgments for money owed
Federal tax liens	Seller, buyer	IRS lien notices
Bankruptcy	Seller, buyer	Pending bankruptcy cases
Building fee owner	Co-op corp	Who owns the building
Building mortgages	Block and lot	Loans on the whole building
Sanctions (OFAC)	Parties	Matches on government sanctions lists (Patriot Act / OFAC)

Exactly what is searched varies by search company and by what the lender requires.

Where the records are. In Manhattan, Brooklyn, Queens and the Bronx, co-op loan filings are made with the City Register and show up in ACRIS, the city’s online property records system. On Staten Island they are filed with the Richmond County Clerk, not in ACRIS (filing office rule). IRS liens against a person are filed where the person lives (New York’s federal lien filing law). If the seller lives outside the city, that county needs a search too.

Why a judgment against the seller matters. Co-op shares are personal property, but a creditor with a court judgment can still have the sheriff seize them. So a judgment against the seller is treated as a closing problem. The buyer and lender want it paid, or shown to belong to someone else with the same name. See what happens when a lien or judgment turns up.

What the search does not do. It is not insurance. The search company certifies the records it checked, and its liability for mistakes is limited by the terms of its report. It also does not show unpaid maintenance, assessments or the building’s finances. Those come from the managing agent and from your attorney’s review of the offering plan, financial statements and board minutes.

How co-op loans are filed

When you finance, your lender files a UCC-1, the first public notice of the loan. It is filed with a cooperative addendum, an attached page that identifies the apartment: street address, county, block and lot, and the co-op’s name.

In the four ACRIS boroughs, these are filed through ACRIS. As of October 2026, the City Register charges $40 for a paper filing or $20 for an electronic one. Amendments and terminations cost the same, and block and lot numbers are required on every filing. In ACRIS these appear as document types such as UCC1 and INIC (see how to read ACRIS for title).

Why an old loan filing can delay a closing

Most UCC filings expire after five years. A co-op filing with a cooperative addendum lasts 50 years (duration rule). So a loan the seller paid off in 2009 can still show as open on a 2026 lien search, unless someone filed a release.

That release is a UCC-3 termination statement. New York law requires the old lender to provide one:

At a sale or payoff closing, the lender must deliver it to the closing if asked properly and with enough notice.
If the loan was paid off outside a closing, the lender must file it within one month after payment.

Lenders do not always do this. Old filings often belong to banks that have since merged.

How it gets cleared. Sellers can search their own apartment before listing and ask any past lender for a UCC-3 on a loan already paid. At closing, the seller’s attorney orders a payoff letter for the current loan. The attorney arranges for the lender to deliver the UCC-3, the original stock certificate and the original lease, which the lender holds as security. A leftover filing from a lender that no longer exists usually takes the longest. The buyer’s lender and attorney decide what other proof they will accept.

The recognition agreement

Your lender needs the co-op to acknowledge its loan. That is done in a recognition agreement signed by you, the lender and the co-op, commonly on a standard form known as the Aztech form. Fannie Mae requires it or equivalent terms, including notice to the lender if maintenance is 90 days late and the lender’s right to pay it (Fannie Mae’s co-op rules).

The co-op usually has its own claim on the shares for unpaid maintenance and assessments. Fannie Mae’s rules allow that claim to come before the lender’s loan where local custom provides for it. The proprietary lease shows the co-op’s claim, and the recognition agreement shows how the two rank.

The co-op usually signs through its managing agent, so allow time for that before the closing date.

Board approval, flip tax and the managing agent

The board must approve you before the sale can close. A lender selling the loan to Fannie Mae must show that approval was given. The board application, interview and approval letter usually set the closing timeline more than anything in the lien search.

A flip tax is a fee paid to the co-op when an apartment is sold. New York’s corporation law allows these fees when they are set out in the proprietary lease or offering plan (transfer fee rule). The lease or house rules say how it is calculated and who pays. It is usually the seller’s cost unless the contract shifts it.

The managing agent also supplies the closing package:

Maintenance and assessment status
Any transfer and processing fees
The lease assignment forms
The new stock certificate

If the stock certificate is lost

The seller must hand over the original stock certificate and lease, or the lender must, if a loan is still open. If the certificate is lost, the co-op can issue a new one. The board can require the owner to post a bond, a kind of insurance against the old certificate turning up (lost certificate rules). In practice the managing agent asks for a lost certificate affidavit plus a bond or indemnity. This takes time, so it is best started as soon as the certificate cannot be found. Estates are a common source of this problem; see selling an inherited house or apartment.

Do you need title insurance for a co-op?

Not the way a house buyer does. You don’t get a deed, so there is no standard owner’s title policy on the apartment. Most NYC co-op purchases close on a lien search alone.

Two kinds of insurance do exist:

Coverage for your lease. A co-op endorsement, an add-on to an owner’s policy, insures your proprietary lease (TIRSA Cooperative Endorsement). It covers matters such as the building not being owned by a properly formed co-op, certain unpaid taxes and maintenance due on the policy date, and a right of first refusal that could have been used. Mortgages on the building are listed as exceptions, meaning the policy does not cover them. The endorsement itself has no charge; you pay the premium for the underlying policy (see the title bill explained).
UCC insurance. Some title insurers sell policies for New York co-op interests, such as First American’s EAGLE9 UCC NY Cooperative Interest Policy. Lenders sometimes require this coverage instead of, or on top of, a lien search with limited liability.

Either one is the buyer’s choice or a lender requirement. No New York law requires it.

Closing costs that still apply

A co-op skips the deed recording, the mortgage recording tax and the owner’s title premium. Transfer taxes still apply:

NYC transfer tax (RPTT) applies to co-op share sales: 1% up to $500,000 and 1.425% above for an individual co-op apartment. The return is filed electronically through ACRIS within 30 days.
New York State transfer tax applies to co-op share sales tied to a proprietary lease (state transfer tax law).
Mansion tax of 1% applies to a home sale of $1 million or more, and the law names co-op apartments (mansion tax law). The buyer pays.

Rates, the NYC higher tiers and who pays what are in NYC and NYS transfer tax. For a full buyer and seller budget, including the lien search, UCC filing, recognition agreement and managing agent fees, see NYC closing costs.

Details for attorneys and title professionals

What the law calls it. New York’s commercial code calls a co-op apartment a “cooperative interest”: an ownership interest in a co-op that comes with the right to occupy a specific space (definitions). New York law decides how a loan on one is perfected, meaning made effective against others, even if another state’s law would otherwise apply (choice-of-law rule).
Filing offices. The City Register is the filing office for the Bronx, Brooklyn, Manhattan and Queens. The County Clerk handles it everywhere else, including Staten Island (filing office rule). An IRS lien against a person who lives in those four boroughs is filed with the City Register (federal lien filing law).
How judgments reach co-op shares. A court judgment, once entered in the county records, is automatically a lien on the debtor’s real estate there (judgment lien rule). Co-op shares are not real estate. The creditor gets a priority claim on them only after delivering an execution to the sheriff. An execution is the document that directs the sheriff to collect the judgment (personal property rule). Clearing a judgment that only matches the seller’s name works the same way as on a house.
What the addendum lists. The cooperative addendum must give the apartment’s street address, county, town or city, tax block and lot, and the co-op’s name (addendum rule). The filing office indexes it under the borrower’s name, each owner of record and the block (indexing rule).
The release duty in detail. When shares are sold or a loan is paid at a closing (the law calls this a “cooperative interest settlement”), the lender must bring a termination or partial release if it gets a proper written demand with enough notice. Otherwise it must file the release within one month after payment (termination rule).
What one search company covers. One NYC search company describes its co-op search as confirming who owns the building, searching open mortgages and liens on the block and lot, and running county and state searches against the buyer, seller and co-op.
Fannie Mae’s terms. Fannie Mae accepts a recognition agreement or the same terms written into the co-op’s own documents. Those terms include notice to the lender of maintenance 90 days late and the lender’s right to pay it. The loan may rank behind the co-op’s claim for maintenance and assessments where local custom provides for that. The lender must also show board approval (Fannie Mae’s co-op rules).
The legal basis for flip taxes. The corporation law does not grant co-ops a power to charge flip taxes in so many words. It says shares are not treated as unequal because of fees owed to the co-op on a sale, if those fees are set out in the proprietary leases, occupancy agreements or offering plan (transfer fee rule).
Replacing a lost certificate. The board may require a bond (lost certificate rule). The co-op must issue a replacement if three things are true (replacement rule). The owner asks before the co-op learns that a “protected purchaser” has acquired the old certificate. The owner posts a big enough bond. And the owner meets the co-op’s other reasonable requirements. A protected purchaser is a buyer who paid for the certificate, did not know of anyone else’s claim to it, and took control of it.
The co-op endorsement. The title industry’s standard co-op endorsement for an owner’s policy insures a “Proprietary Leasehold Estate”, lists building mortgages as exceptions and is on the no-charge list in the New York title rate manual.

Official sources

Korvane Title is preparing to launch in New York. It is not licensed as a title insurance agent and does not accept title orders. Content on this site is general information, not legal advice.