Q&A: Equating Co-op Shares with Apartment Sizes?

Q I live in a co-op with 41 units in Ocean City, New Jersey, and would be interested in knowing what the New Jersey co-op law is in regards to the number of shares that are proportionate to the size of the apartment occupied. Presently, the board is telling us that you can’t equate shares with the size of your unit. Is this true?

If not, how can we convince our board of directors to follow procedure? Where is the law written to make sure the board follows the pertinent co-op laws? And, how does the proprietary lease fit in?

—Skeptical Shareholder

A “A cooperative is a legal entity, usually a corporation, in which legal title is vested to the lands, building and other improvements of the cooperative,” says attorney Hubert Cutolo of Cutolo Law Firm, LLC in Manalapan. “Individuals purchase shares of stock in the cooperative and are granted the right to occupy one housing unit pursuant to a long-term proprietary lease. A shareholder in a cooperative does not own real estate. Beneficial title to the entire project vests in the shareholders in proportion to stock ownership, which corresponds to the undivided interest in the common elements allocated to each cooperative unit. The cooperative corporation manages the project for the benefit of the shareholders.

“In the state of New Jersey, the Cooperative Recording Act (“Act”) regulates to a large degree the formation, structure, and dissolution of cooperative projects as well as the transfer of individual units in a cooperative. The Act applies to all cooperatives created within the state of New Jersey after its effective date of May 7, 1988. One of the major requirements of the Act is that there must be a recording of a ‘master declaration’ in the office of the county clerk. This master declaration is similar in content to the master deed of a condominium. As part of the master declaration, a ‘master register’ must be established for the cooperative, which sets forth the names of individual unit owners and the occupants of each unit in the cooperative. (N.J.S.A. 46:8D-7.)

“The master register is also required to provide the percentage of common ownership representing each owner’s proportionate undivided interest in the common elements. The interests shall be stated as percentages aggregating to one hundred percent (100%). N.J.S.A. 46:8D-7.

“The master declaration, master register and the proprietary lease must provide the number of shares held by each owner. You must review these documents to determine the exact number of shares held by you and the other owners in the cooperative. Under the Act, there is no legal requirement that the number of shares be connected to the proportionate size of the particular units. The only legal requirement is the interests of all owners shall be equal to one hundred percent. Although in most instances the number of shares will be determined by the size and location of each particular unit.”

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