POLICY STATEMENT 104 - EXEMPTION APPLICATION UNDER SECTION 359-f(2) OF THE GENERAL BUSINESS LAW FROM THE FILING REQUIREMENTS FOR REAL ESTATE OFFERINGS UNDER SECTION 352-e

Sep 13, 2026

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Policy Statement 104 of the New York State Office of the Attorney General, Real Estate Finance Bureau, sets out procedures for applying for an exemption under General Business Law §359-f(2) from filing requirements for real estate offerings under §352-e. The guidance explains when issuers must apply, key limitations (including offerings to no more than forty persons), and alternative policies for other issuer categories. It also details cover sheet requirements and affidavit/petition contents, including issuer details, representations, and submission timing for offerings in or from New York.

LanguageEnglish

CategoryLetters

FormatPDF

Pages6

Reading Time2 min

AccessFree to download

Policy Statement 104 Overview

Exemption framework under GBL §§352-e and 359-f(2)

When Policy Statement 104 does and does not apply

Cover Sheet Requirements

Required heading and line-by-line typing order

Issuer and security information fields

Application Contents

Affidavit or petition verification requirements

Required representations and undertakings

NEW YORK STATE OFFICE OF THE ATTORNEY GENERAL Real Estate Finance Bureau 28 Liberty Street New York, NY 10005 212 416 8121 POLICY STATEMENT 104 EXEMPTION APPLICATION UNDER SECTION 359-f(2) OF THE GENERAL BUSINESS LAW FROM THE FILING REQUIREMENTS FOR REAL ESTATE OFFERINGS UNDER SECTION 352-e POLICY STATEMENT 104 EXEMPTION APPLICATION UNDER SECTION 359-f(2) OF THE GENERAL BUSINESS LAW FROM THE FILING REQUIREMENTS FOR REAL ESTATE OFFERINGS UNDER SECTION 352-e General Business Law ("GBL") §352-e provides that a real estate securities offering may be exempted from the filing requirements of §352-e if it is exempted under GBL §359-f(2) "by rule or action of the attorney general. " Policy Statement 104 providesan exemption application procedure for most issuers falling within one of the subdivisions of §359-f(2), including §359-f(2) (c) . Issuers of governmental securities described in GBL §359-f(1)(a) should use Policy Statement 103. Issuers of mortgage-related securities as defined in the Secondary Mortgage Market Enhancement Act of 1984, in all respects meeting the requirements of the Act, are automatically exempt from filing and are not required to apply to the Attorney General for an exemption . Policy Statement 104 may not be used to obtain an exemption under §359-f(2)(d) for offerings to not more than forty persons. Offerings of real estate securities to"persons not exceeding forty in number" may be exempted under GBL §352-g(1), and applications for such exemption should be made pursuant to Policy Statement 101. Issuers seeking exemption pursuant to GBL §352-g(2) on the grounds that they are fully registered with the SEC or exempt from registration with the SEC under Regulation D should use Policy Statement 102 or Policy Statement 100, respectively. Issuers may apply for exemption under §359-f(2)(d) when in the issuer's opinion the exemption falls within the purposes of §359-f(2), although the basis for the exemption is not specifically stated in the statute . One kind of offering given an exemption under the residual clause of §359-f(2)(d) involves an issuer, usually the subsidiary of a bank, that buys and sells highly rated preferred shares at regularly held auctions, the underlying assets of which are primarily GNMA, FNMA and FHLMC certificates. A reorganization to effect a change of domicile may be exempted under §359-f(2)(d) . Technical reorganizations may also be exempted under §359-f(2)(d), for instance, one in which the shares in a corporation are exchanged for units of limited partnership interest, and the partnership is the successor of the corporation . A reorganization is not technical where the resulting entity owns property or is engaged ina business different from that of the original entity. A merger of several limited partnerships into a single master limited partnership, therefore, would not qualify for exemption under Policy Statement 104 unless the ownership of the individual limited partnerships was substantially identical prior to the merger. Securities listed on a New York exchange or securities senior to listed securities will be required to register or obtain a §352-g exemption the first time securities of the issuer are offered in New York. However, subsequent offerings of such securities may be exempted under §359-f(2)(b) using Policy Statement 104 if a §352-g exemption has been previously granted for such securities, or for the exchange listed common stock of the company. Securities which under the laws of New York are a legal investment for savings banks or trust funds may be exempted under §359-f(2)(c) by using Policy Statement 104. An exemption application for such securities must state that the securities constitute legal investments for savings banks or trust funds and enclose the rating letter(s) pertaining thereto. If the offering is filed with the Securities and Exchange Commission (SEC) as a Shelf Registration, there must be an undertaking to file rating le

FAQs

Which offerings may use Policy Statement 104 for the §359-f(2) exemption?

Policy Statement 104 provides an exemption application procedure for most issuers that fall within subdivisions of §359-f(2), with specific cross-references to other policy statements for certain issuer types.

Are there situations where Policy Statement 104 cannot be used?

Policy Statement 104 cannot be used to obtain an exemption under §359-f(2)(d) for offerings to not more than forty persons; applications for that situation should follow other policy guidance.

What must be included on the application cover sheet?

Each application should attach a cover sheet headed "Policy Statement 104 Application," with required headings typed flush left in a specified order, including issuer name, nature of security, offering amount, and responsible-person contact information.

Sep 13, 2026

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