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Co-Op Purchase Agreement

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CO-OP PURCHASE AGREEMENT

This Co-Op Purchase Agreement ("Agreement") is entered into between the undersigned parties on the date of mutual execution set forth below.

Parties

Seller Name:

Purchaser Name:

Date of Agreement:

Property Identification

Purchase Terms

Cooperative Charges and Adjustments

Adjustments at closing shall be prorated between Seller and Purchaser as of the Closing Date for common charges, utilities, real estate taxes (if applicable), and other customary items.

Cooperative Approval and Deliveries

Board Approval Required:

Seller shall deliver at or before closing the stock certificate, endorsed proprietary lease (if applicable), estoppel letter, and any board approvals required for transfer.

Disclosures

Lead-Based Paint Disclosure:

Known Water Intrusion / Mold / Structural Damage:

Other Material Disclosures (as required by law or known to Seller):

Representations, Warranties, and Covenants

Seller represents and warrants that Seller is the lawful owner of the shares and proprietary lease (if any) described herein, that the shares are free of undisclosed liens and encumbrances except as disclosed in writing, and that Seller has full authority to transfer such shares and rights. Purchaser represents that Purchaser has the authority to enter into this Agreement and will comply with cooperative rules and application requirements.

Seller discloses outstanding liens or judgments:

Default, Remedies and Indemnity

If Purchaser defaults, Seller shall have the right to retain the earnest money as liquidated damages, seek specific performance or pursue other remedies available at law or equity. If Seller defaults, Purchaser may elect to receive return of deposits or pursue specific performance and recover reasonable attorneys' fees and costs incurred in enforcing this Agreement to the extent permitted by law. Each party shall indemnify the other against losses arising from breaches of representations made herein.

Escrow, Deposit and Closing Costs

Allocation of closing costs shall be as follows: customary cooperative transfer fees and any flip taxes shall be paid by . Broker commissions shall be paid by unless otherwise agreed in writing.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party designates in writing).

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state where the Cooperative is located. This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties and supersedes all prior oral or written agreements relating to the subject matter hereof. No amendment shall be binding unless in writing and executed by both parties.

Miscellaneous Provisions

Assignment: Purchaser may not assign its rights under this Agreement without the prior written consent of Seller and the Cooperative board where applicable. Survival: Representations and obligations of the parties that by their nature should survive the Closing shall survive the Closing for the statutory period.

Additional Terms and Acknowledgements

The parties acknowledge that consummation of this transaction is contingent upon timely cooperative board approval, delivery of required documentation, and satisfaction of any financing contingency. The parties further acknowledge that the Board of the Cooperative may impose additional requirements for transfer and occupancy that the parties agree to satisfy as a condition of closing.

Seller:

By:

Date:

Purchaser:

By:

Date:

Enter text✕

What a Co-Op Purchase Agreement Is and when it’s used

A Co-Op Purchase Agreement is a binding contract that records the terms for transferring a cooperative apartment interest, including buyer, seller, purchase price, deposits, contingencies, and closing conditions. Unlike a condominium deed transfer, a co-op sale typically transfers stock and a proprietary lease rather than fee simple title to real property. The agreement sets obligations for financing, board approval, closing date, and any seller concessions. It also identifies required deliverables for the co-op board package and outlines procedures if board approval is withheld, making it central to completing a co-op transfer cleanly and compliantly.

Why a clear Co-Op Purchase Agreement matters

A well-drafted agreement reduces closing delays, clarifies liabilities, and documents buyer and seller obligations, which assists with board review and lender underwriting.

Why a clear Co-Op Purchase Agreement matters

Who commonly completes and reviews this agreement

Each party’s role should be documented in the agreement to avoid misunderstandings and to support timely board approval and lender processing.

  • Buyers and buyers’ attorneys preparing the offer and contingencies for board approval.
  • Sellers and listing brokers completing disclosures, proprietary lease transfer steps, and payoff figures.
  • Co-op boards or managing agents reviewing the buyer’s financial package and approving the transfer.

Core sections to include in a professional Co-Op Purchase Agreement

Include clear, standalone sections so each obligation is enforceable and easy to find. Use plain language for parties, property description, price terms, conditions precedent, board approval steps, and closing mechanics.

Parties

Full legal names and entity types for buyer and seller, including any trust or LLC designations; include contact information and counsel where applicable.

Property Description

Unit identifier, building name, address, shares/stocks being transferred, and reference to the proprietary lease and co-op certificate numbers if applicable.

Purchase Price

Total price, allocation of deposits, escrow instructions, and whether price includes any personal property or fixtures; specify payment method and delivery instructions.

Board Approval Clause

Timeline for submitting the board package, conditions tied to board approval, remedies if approval is denied, and any seller obligations to re-list or cancel.

Contingencies

Mortgage financing, inspection, coop interview, and attorney review contingencies with clear cure or termination windows and effect on deposit.

Closing and Possession

Document delivery requirements, prorations, closing date, transfer mechanics of stock certificates and proprietary lease, and possession/occupancy terms.

Step-by-step: completing a Co-Op Purchase Agreement

Follow this sequence to prepare, submit for board review, and close a co-op sale without unnecessary delay.

  • 01
    Prepare Offer: Draft agreement, include financials, and attach required disclosures.
  • 02
    Submit Board Package: Provide financial statements, reference letters, and application per co-op rules.
  • 03
    Obtain Approval: Attend interview if requested; receive written board acceptance or denial.
  • 04
    Close Transaction: Exchange funds, transfer stock certificate, and deliver executed proprietary lease.

How to set up a typical digital approval workflow

Configure your document for electronic completion, routing, and recordkeeping to match the co-op’s review requirements.

Field Configuration
Signature Order Seller then buyer then co-op representative
Required Attachments Board package PDFs: financials, ID, reference letters
Authentication Email link with optional SMS or KBA for higher assurance
Retention Store signed PDF + audit trail for required retention period

Where to send and who receives completed documents

Routing depends on the co-op’s practices; plan delivery paths for board, lender, escrow, and property manager.

  • Co-op Board: Submit board package to the managing agent or board secretary.
  • Lender: Provide executed agreement and payoff figures for underwriting.
  • Escrow / Closing Agent: Send signed documents and deposit instructions to escrow.
  • Property Manager: Deliver final transfer documents and updated contact information.

Digital signing and file-format considerations

Ensure the chosen platform stores an immutable audit trail, supports required authentication, and exports ISO-compatible signed PDFs.

  • Document Formats: PDF, DOCX preserved with audit trail
  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • Authentication: Email, SMS, or advanced options available

Security and compliance details to note

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Timestamp, IP, and action logs preserved
HIPAA: BAA available for protected health data
ESIGN / UETA: Compliant for electronic signature legality
SOC 2 / ISO: SOC 2 Type II and ISO 27001 certified
Accessibility: WCAG 2.0 Level AA support

Common errors that delay co-op closings

  • Incomplete board packages or missing reference letters frequently postpone interviews and approvals, adding days or weeks to closing.
  • Mismatched names between agreement, ID, and lender documents trigger additional verification and can pause the underwriting process.
  • Ambiguous deposit terms or unclear escrow instructions lead to disputes about forfeiture, refunds, and contingency cures.
  • Failing to confirm whether the board requires originals, notarization, or specific file formats can cause rejected submissions.

Risks and legal consequences of incorrect forms

Board Rejection: Sale may terminate or require re-listing
Deposit Forfeiture: Buyer can lose earnest money per agreement
Loan Denial: Financing contingency may fail
Contract Rescission: Parties may unwind the transaction
Recording Issues: Transfer delays from incomplete documents
Tax Exposure: Misstatements affect reporting obligations

Typical timelines and deadline expectations

Timelines for board review and closing can vary widely; confirm deadlines in the agreement and with the co-op’s managing agent.

Board Package Submission:

Often within 7–21 days after ratified offer

Board Review Period:

Commonly 30–60 days depending on bylaws

Financing Contingency:

Buyer typically has 30–45 days to secure loan

Inspection Period:

Usually 7–14 days for walk-throughs and repairs

Closing Date:

Set by agreement; may be extended by mutual written consent

Key milestones from offer to closing

Track these milestones to manage dependencies and reduce last-minute delays.

01

Offer Ratified

Agreement executed by buyer and seller and deposit delivered.

02

Board Package Filed

Complete financials and documents sent to co-op managing agent.

03

Board Decision

Board issues acceptance, conditional approval, or denial in writing.

04

Closing Completed

Funds exchanged, stock certificate transferred, proprietary lease executed.

eSignature vendor comparison for Co-Op Purchase Agreement workflows

Compare core pricing and capability differences when choosing a platform for signing, routing, and retaining co-op transaction documents.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Two typical co-op sale scenarios and how the agreement functions

These condensed examples show how common contingencies and board processes play out in practice.

Resale with Financing

Buyer secures mortgage pre-approval and submits board package promptly

  • Financing contingency 30 days
  • The agreement required clear escrow instructions, lender conditions, and a deadline for board approval to protect buyer and seller interests.

All-Cash Flip

Investor offers all-cash with shorter closing window and higher deposit

  • Board requests expedited package
  • The agreement included accelerated deadlines, explicit delivery of stock certificates, and a clause requiring immediate buyer attendance at the board interview to meet the closing target.

Frequently asked questions about Co-Op Purchase Agreements

Answers to common points of confusion involving signature validity, board approval, notarization, and document changes.


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