N.Y. Tax Law § 1401: Definitions

§ 1401. Definitions. When used in this article, unless otherwise

expressly stated:

* (a) "Person" means an individual, partnership, limited liability

company, 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.

* NB Effective until July 1, 2021

* (a) (1) "Person" means an individual, partnership, limited liability

company, 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) "Person" shall include any individual, corporation, partnership or

limited liability company or an officer or employee of any corporation

(including a dissolved corporation), or a member or employee of any

partnership, or a member, manager or employee of a limited liability

company, who as such officer, employee, manager or member is under a

duty to act for such corporation, partnership, limited liability company

or individual proprietorship in complying with any requirement of this

article, or has so acted.

* NB Effective July 1, 2021

(b) "Controlling interest" means (i) in the case of a corporation,

either 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

capital, profits or beneficial interest in such voting stock of such

corporation, and (ii) 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.

(c) "Real property" means every estate or right, legal or equitable,

present or future, vested or contingent, in lands, tenements or

hereditaments, including buildings, structures and other improvements

thereon, which are located in whole or in part within the state of New

York. It shall not include rights to sepulture.

(d) "Consideration" means the price actually paid or required to be

paid for the real property or interest therein, including payment for an

option or contract to purchase real property, whether or not expressed

in the deed 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, purchase money mortgage, lien or other

encumbrance, whether or not the underlying indebtedness is assumed or

taken subject to.

(i) In the case of a creation of a leasehold interest or the granting

of an option with use and occupancy of real property, consideration

shall include but not be limited to the value of the rental and other

payments attributable to the use and occupancy of the real property or

interest therein, the value of any amount paid for an option to purchase

or renew and the value of rental or other payments attributable to the

exercise of any option to renew.

(ii) In the case of a creation of a subleasehold interest,

consideration shall include but not be limited to the value of the

sublease rental payments attributable to the use and occupancy of the

real property, the value of any amount paid for an option to renew and

the value of rental or other payments attributable to the exercise of

any option to renew less the value of the remaining prime lease rental

payments required to be made.

(iii) In the case of a controlling interest in any entity that owns

real property, consideration shall mean the fair market value of the

real property or interest therein, apportioned based on the percentage

of the ownership interest transferred or acquired in the entity.

(iv) In the case of an assignment or surrender of a leasehold interest

or the assignment or surrender of an option or contract to purchase real

property, consideration shall not include the value of the remaining

rental payments required to be made pursuant to the terms of such lease

or the amount to be paid for the real property pursuant to the terms of

the option or contract being assigned or surrendered.

(v) In the case of (i) the original conveyance of shares of stock in a

cooperative housing corporation in connection with the grant or transfer

of a proprietary leasehold by the cooperative corporation or cooperative

plan sponsor and (ii) the subsequent conveyance by the owner thereof of

such stock in a cooperative housing corporation in connection with the

grant or transfer of a proprietary leasehold for a cooperative unit

other than an individual residential unit, consideration shall include a

proportionate share of the unpaid principal of any mortgage on the real

property of the cooperative housing corporation comprising the

cooperative dwelling or dwellings. Such share shall be determined by

multiplying the total unpaid principal of the mortgage by a fraction,

the numerator of which shall be the number of shares of stock being

conveyed in the cooperative housing corporation in connection with the

grant or transfer of a proprietary leasehold and the denominator of

which shall be the total number of shares of stock in the cooperative

housing corporation.

(e) "Conveyance" means the transfer or transfers of any interest in

real property by any method, including but not limited to sale,

exchange, assignment, surrender, mortgage foreclosure, transfer in lieu

of foreclosure, option, trust indenture, taking by eminent domain,

conveyance upon liquidation or by a receiver, or transfer or acquisition

of a controlling interest in any entity with an interest in real

property. Transfer of an interest in real property shall include the

creation of a leasehold or sublease only where (i) the sum of the term

of the lease or sublease and any options for renewal exceeds forty-nine

years, (ii) substantial capital improvements are or may be made by or

for the benefit of the lessee or sublessee, and (iii) the lease or

sublease is for substantially all of the premises constituting the real

property. Notwithstanding the foregoing, conveyance of real property

shall not include a conveyance pursuant to devise, bequest or

inheritance; the creation, modification, extension, spreading,

severance, consolidation, assignment, transfer, release or satisfaction

of a mortgage; a mortgage subordination agreement, a mortgage severance

agreement, an instrument given to perfect or correct a recorded

mortgage; or a release of lien of tax pursuant to this chapter or the

internal revenue code.

(f) "Interest in the real property" includes title in fee, a leasehold

interest, a beneficial interest, an encumbrance, development rights, air

space and air rights, or any other interest with the right to use or

occupancy of real property or the right to receive rents, profits or

other income derived from real property. It shall also include an option

or contract to purchase real property. It shall not include a right of

first refusal to purchase real property.

(g) "Grantor" means the person making the conveyance of real property

or interest therein. Where the conveyance consists of a transfer or an

acquisition of a controlling interest in an entity with an interest in

real property, "grantor" means the entity with an interest in real

property or a shareholder or partner transferring stock or partnership

interest, respectively.

(h) "Grantee" means the person who obtains real property or interest

therein as a result of a conveyance.

(i) "Recording officer" means the county clerk of the county, except

in a county having a register, where it means the register of the

county, or in the city of New York where it means the city register.