NYC Community Opportunity to Purchase Act (COPA): What Intro. 905-A Would Change for Multifamily Sales

New York City’s Community Opportunity to Purchase Act (COPA), Intro. 905-A, would require owners of certain distressed or income-restricted rental buildings to give HPD-certified nonprofits the first chance to buy before offering the building to anyone else. The City Council passed the bill on October 22, 2026. As of October 30, 2026, it is awaiting the Mayor’s signature and is not in effect. If it becomes law, it takes effect one year later.

COPA applies only in New York City, in all five boroughs. It does not reach most multifamily sales. For the buildings it covers, it adds a notice before marketing, a waiting period of at least 20 days, a nonprofit offer window that can push a third-party sale out 100 days or more, a one-year matching right, and a civil penalty of up to 15% of the sale price for skipping the notice.

This article explains which buildings the bill would cover, how the timelines would run, which transfers are excluded, how the bill could affect a closing, and what sellers, buyers, lenders, and their counsel can do now.

Where the bill stands

Intro. 905-A has passed the Council but is not yet law. The Council’s legislative record lists its status as “Enacted (Mayor’s Desk for Signature)” with no enactment date and no local law number.

Date	Action
Oct. 22, 2026	Amended to Intro. 905-A, approved by the Committee on Housing and Buildings, and passed by the full Council. City Limits reported a 38 to 9 vote with two abstentions.
Sept. 9, 2026	Committee hearing; bill laid over.
May 14, 2026	Introduced and referred to committee.

Mayor Mamdani said in a statement after the vote that he looks forward to signing the bill, according to City Limits. An earlier version passed the Council in December 2025 and was vetoed by then-Mayor Eric Adams.

The one-year clock starts when the bill becomes law, whether by signature or by lapsing into law if the Mayor takes no action within 30 days (Gotham Gazette, describing City Charter section 37). The bill also requires HPD to adopt rules for certifying nonprofits, set up an electronic notice system, and create a hardship waiver process. Those rules may add detail to everything below.

Which buildings would be covered

COPA would apply to a Class A multiple dwelling with four or more units that meets at least one of six conditions when the owner is preparing to sell (§ 26-852). Class A covers ordinary permanent-occupancy apartment buildings, not hotels or rooming houses.

Trigger	What the bill requires and where to check
AEP	In HPD’s Alternative Enforcement Program for at least 1 year. Check the HPD Online building record.
In rem distress	Determined by HPD to be a distressed property subject to an in rem tax foreclosure action. Check HPD and Department of Finance notices and in rem filings.
Underlying conditions	Subject to an order to correct underlying conditions for at least 1 year. Check the HPD Online building record.
Violation density	Violation annual daily average of 3 or more (explained below). Check open violations on HPD Online.
Harassment	Denied a Certification of No Harassment (CONH) within the past year, with no cure. Check HPD CONH records.
Affordability	100 or fewer units and subject to an income restriction under an HPD regulatory agreement. Check the regulatory agreement in the owner’s files.

The violation trigger counts Class B (hazardous) and Class C (immediately hazardous) Housing Maintenance Code violations that have been open more than 60 days and had a certification deadline within the past 3 years. The bill adds up the open count for each day over 365 days, divides by 365, then divides by the number of units, measured as of June 1. As a hypothetical, a 20-unit building that carried 60 qualifying open violations every day for a year would score exactly 3 (60 ÷ 20). Class A (non-hazardous) violations do not count.

Two details on the affordability trigger matter. Income restrictions imposed under the 421-a tax exemption do not count. A recorded declaration that restricts use or occupancy is also not treated as a regulatory agreement (section 2 of the bill).

Exclusion for small owner-occupied buildings. COPA does not apply to a multiple dwelling with five or fewer units where the owner lives in one of the units as a permanent residence.

Coverage is tested when the owner becomes subject to the notice requirement, not when HPD sends a letter. HPD must publish the criteria, notify qualifying owners each year that their building may be subject to COPA, and give owners a chance to contest coverage. The bill does not make that annual letter a condition of coverage, so a missing letter is not proof a building is outside the law.

How a covered sale would work

The owner of a covered building must notify HPD and every HPD-certified nonprofit before taking any “action to sell” (§ 26-854). The bill defines that term to include making an offer to sell, accepting an offer, or otherwise effecting a sale, so listing or quietly shopping the building before notice is a problem. All periods are calendar days.

Step	Who	Deadline	What happens
1. Notice	Owner	Before marketing	Notice of intent to sell to HPD and all certified nonprofits: owners, property names and addresses, unit count and types, statement-of-interest deadline, and income and expense information (§ 26-854).
2. Interest	Nonprofit	Day 20	Nonprofits submit a statement of interest within 20 days of the notice (§ 26-855(a)).
3. Disclosure	Owner	5 days	Within 5 days of each statement of interest, the owner provides the rent roll, 12-month income and expense report, mortgage balance, open city violations and balances, pending litigation, harassment findings from the past 5 years, and terms of any open offer (§ 26-855(b)).
4. Offer	Nonprofit	Day 90	Interested nonprofits have 70 days after the 20-day period ends to make an offer. HPD can grant one extension of up to 5 days (§ 26-856).
5. Response	Owner	10 days	Within 10 days after the offer period ends, the owner accepts, rejects, or counters, with written notice to HPD and every interested nonprofit (§ 26-857(a)).
6. Contract	Both	30 days	If the owner accepted or countered, the parties have 30 days to sign a contract of sale (§ 26-857(b)).
7. Match notice	Owner	15 days	For 1 year after rejecting a nonprofit offer or after a contract window lapses, the owner must give notice of any outside offer it intends to accept within 15 days of receiving it (§ 26-858).
8. Match	Nonprofit	15 days	The nonprofit that made the first offer can match at the identical price, terms, and conditions within 15 days of the notice (§ 26-859).

In practice that produces four main paths:

No nonprofit responds. The owner may market the building after day 20.
A nonprofit expresses interest but never offers. The owner is free once the 70-day offer period closes, around day 90, or day 95 with an extension.
The owner rejects a nonprofit offer. The owner can go to market after giving notice of the rejection, which must come within 10 days after the offer period closes: roughly day 90 to day 105. For the next year, any outside offer the owner intends to accept triggers the 15-day matching right.
The owner accepts or counters, but no contract is signed. The 30-day contract window can carry the process to about day 135, and the one-year matching right still follows.

While a nonprofit’s interest is open, the owner must share the price, terms, and conditions of any other offer it receives. An owner may withdraw a notice of intent to sell, but must start over with a new notice if it later decides to sell. Nonprofits must keep the property package confidential to the extent required by law, and owners may redact sensitive tenant information (§ 26-862).

Transfers the bill excludes

Even when a building is covered, COPA does not apply to the following transfers (§ 26-863):

Category	What is excluded
Existing nonprofit deals	Agreements to transfer to a qualified nonprofit already in effect on the effective date. Later renewals or amendments are covered.
Financing	Refinancing to keep ownership; mortgages and other transfers made only to secure a debt, and their release.
Distress and courts	Eminent domain, judicial proceedings including judicially supervised sales, bankruptcy, other operation of law, and deeds in lieu of foreclosure or related workout agreements.
Government	Transfers to or from a government body, and HPD-designated third-party transfers under Admin. Code § 11-412.1(b) or General Municipal Law § 695.
Agency approval	Transfers that require state or local agency consent, including co-op or condo conversions under General Business Law Article 23-A.
Estate and family	Transfers by will or intestacy, estate planning transfers including living trusts, and transfers among the listed relatives (spouses, domestic partners, parents, children, siblings, grandparents, aunts, uncles, nieces, nephews, cousins, and others).
Nominees and form	Nominee or straw-man transfers to or from the principal; changes in form where beneficial ownership stays the same.
Tax credit (LIHTC)	Admission or exit of tax credit investors, certain post-compliance-period transfers within the same control group, and end-of-credit-period transfers to a nonprofit holding a contractual purchase right.
Same control	Transfers of interests in the owning entity where the same person holds the controlling interest before and after.

Two edges are easy to miss. First, a short sale is not excluded: the bill’s definition of “sale” expressly includes a transfer for less than the existing debt when the mortgagee approves it. Second, the entity-transfer exclusion only protects transfers where control stays the same. Read with the definition of “sale,” which reaches transfers of a present interest worth about the value of the fee, a transfer of a controlling interest in the owning entity may be treated as a covered sale. HPD rules may clarify how entity transfers are handled.

Penalties and what they mean for a closing

The bill has two enforcement tools, both aimed at the owner who sold (§ 26-861).

Tool	How it works
Civil penalty	Brought by Corporation Counsel in HPD’s name against an owner who sells a covered building without the notice of intent to sell. Up to 15% of the sale price. The bill states no time limit.
Private lawsuit	Any qualified nonprofit may sue the owner or prior owner for any COPA violation that results in a sale to someone other than a qualified nonprofit. Remedies include compensatory damages, injunctive and declaratory relief, and litigation costs and attorney’s fees. Must be filed within 2 years of the deed’s recording with the City Register, or the Richmond County Clerk for Staten Island.

The text is specific about what it does and does not do. The penalty is a civil penalty against the owner, not a lien on the property. The bill does not say a noncompliant deed is void, does not require an HPD clearance or affidavit to record a deed, and does not address whether a court could disturb a buyer’s title. It does allow a nonprofit to seek injunctive and declaratory relief, and its two-year clock is tied to deed recording. Those features make COPA a closing issue for buyers and lenders, not only a seller compliance item.

For a covered building, expect these effects on a transaction:

Screening before marketing. Coverage has to be determined before the building is listed or an offer is accepted, because the notice must come first.
Longer timelines. Contract dates, 1031 exchange identification and closing deadlines, and rate locks have to account for at least 20 days and possibly 100 days or more, plus a 15-day match period on any deal signed within the following year.
Proof of compliance. Buyers and lenders will want evidence that the notice went out, the response periods ran or were waived, and any matching right expired. A seller representation alone does not stop a nonprofit’s lawsuit.
Underwriter requirements. How title insurers will treat COPA risk, for example through affidavits, exceptions, or required deliverables, will come from underwriter guidance. Check your underwriter’s bulletins once the law is signed.

What to do now

Nothing in COPA binds a sale today. The useful work now is identifying which buildings would be covered and building the timeline into deals that may be marketed or close after the effective date. As a hypothetical, if the bill became law in November 2026, it would take effect in November 2027.

Screen buildings against the six triggers. Pull the HPD Online record for AEP status, underlying conditions orders, and open Class B and C violations; check for CONH denials and in rem notices; and review any HPD regulatory agreement and unit count.
Run the violation math, not a rough count. The daily-average test depends on how long each violation stayed open and on unit count. A building near the threshold of 3 can move in or out of coverage as violations are certified correct or new ones are issued.
Address COPA in contracts. For deals on buildings that may be covered after the effective date, consider a seller representation on COPA status, delivery of the notice and evidence that each period ran, and outside dates that allow for the full timeline.
Plan financing and exchange deadlines. Lenders, 1031 intermediaries, and buyers need the possible 20 to 135 day pre-marketing period and the one-year matching right in their schedules.
Watch four developments. The Mayor’s action on the bill; HPD’s rules on nonprofit certification, the electronic notice system, and hardship waivers (§ 26-866); HPD’s published list of certified nonprofits; and title underwriter guidance.

Frequently asked questions

Pending enactment: these answers describe Intro. 905-A as passed by the Council on October 22, 2026. The bill is not law, and HPD rules may add detail.

Is COPA in effect?

No. The bill is awaiting the Mayor’s action. If it becomes law, it takes effect one year later.

Does COPA apply to a two- or three-family house?

No. It applies only to Class A multiple dwellings with four or more units that meet one of the six triggers. Owner-occupied buildings with five or fewer units are also excluded.

Does COPA apply outside New York City?

No. It amends the New York City Administrative Code and covers only the five boroughs. It does not apply in Westchester, Nassau, Suffolk, or elsewhere in New York State.

Can a covered owner list the building during the first 20 days?

No. Making an offer to sell is an “action to sell,” and the owner may not take one toward anyone other than a qualified nonprofit until the nonprofits’ first-offer rights end.

Can a nonprofit force a sale at its price?

No. The owner may reject a nonprofit’s offer. The nonprofit’s later matching right lets it buy only at the identical price, terms, and conditions of an outside offer the owner intends to accept within the following year.

Does a foreclosure sale trigger COPA?

Judicial sales, bankruptcy transfers, and deeds in lieu of foreclosure are excluded. A lender-approved short sale is not excluded.

Who counts as a qualified nonprofit?

A 501(c)(3) organization certified by HPD, or a joint venture in which such a nonprofit holds a controlling interest and is unrelated to the for-profit partner. HPD must publish the certified list with contact details.

Official sources

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