{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/55.1-2128.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/55.1-2128.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/55.1-2128.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/55.1-2128.html"}],"law_id":79915,"edition_id":1,"section_id":79915,"structure_id":13510,"section_number":"55.1-2128","catch_line":"Termination of cooperative ownership","history":"1982, c. 277, \u00a7 55-454; 1983, c. 96; 2019, c. 712.","full_text":"A\n\nExcept in the case of a taking of all the units by eminent domain, or in the case of foreclosure of a security interest against the entire cooperative that has priority over the declaration, cooperative ownership may be terminated only by agreement of proprietary lessees of cooperative interests to which at least four-fifths of the votes in the association are allocated or any larger percentage the declaration specifies. The declaration may specify a smaller percentage only if all of the units in the cooperative are restricted exclusively to nonresidential uses.B\n\nAn agreement to terminate must be evidenced by the execution of a termination agreement or ratification of such agreement in the same manner as a deed by the requisite number of proprietary lessees. The termination agreement must specify a date after which the agreement will be void unless it is recorded before that date. A termination agreement and all such ratifications must be recorded in every county or city in which a portion of the cooperative is situated and is effective only upon recordation.C\n\nThe association, on behalf of the proprietary lessees, may contract for the sale of real estate in the cooperative, but the contract is not binding until approved pursuant to subsections A and B. After such approval, the association has all powers necessary and appropriate to effect the sale. Until the sale has been concluded, and the proceeds of such sale are distributed, the association continues in existence with all powers it had before termination. Except to the extent that any provisions in the declaration limit the amount that may be received by a proprietary lessee upon termination, as set forth in subdivision A 12 of § 55.1-2116, proceeds of the sale must be distributed to holders of liens against the association and against the cooperative interests and to proprietary lessees, all as their interests may appear, in accordance with subsections D and E. Unless otherwise specified in the termination agreement, as long as the association holds title to the real estate, each proprietary lessee and his successors in interest have an exclusive right to occupancy of the portion of the real estate that formerly constituted his unit. During the period of such occupancy, each proprietary lessee and his successors in interest remain liable for all assessments and other obligations imposed on proprietary lessees by this chapter or the declaration.D\n\nFollowing termination of the cooperative, the proceeds of any sale of real estate, together with the assets of the association, are held by the association as trustee for proprietary lessees and holders of liens against the association and the cooperative interests, as their interests may appear. The declaration may provide that all creditors of the association have priority over any interests of proprietary lessees and creditors of proprietary lessees. Where the declaration provides such a priority, following termination, creditors of the association holding liens on the cooperative that were recorded or docketed before termination may enforce their liens in the same manner as any lienholder, and all other creditors of the association are to be treated as if they had perfected liens against the cooperative immediately before termination. Unless the declaration provides that all creditors of the association have such priority:1\n\nThe lien of each creditor of the association that was perfected against the association before termination becomes a lien against each cooperative interest upon termination as of the date the lien was perfected;2\n\nAll other creditors of the association are to be treated as if they had perfected liens against the cooperative interests immediately before termination;3\n\nThe amounts of the liens of the association’s creditors described in subdivisions 1 and 2 against each of the cooperative interests must be proportionate to the ratio that that cooperative interest’s common expense liability bears to the common expense liability of all the cooperative interests;4\n\nThe lien of each creditor of each proprietary lessee that was perfected before termination continues as a lien against that proprietary lessee’s cooperative interest as of the date the lien was perfected; and5\n\nThe assets of the association shall be distributed to all proprietary lessees and all lienholders against their cooperative interests as their interests may appear in the order described in subdivisions 1 through 4, and creditors of the association are not entitled to payment from any proprietary lessee in excess of the amount of the creditor’s lien against that proprietary lessee’s cooperative interest.E\n\nThe respective interests of proprietary lessees referred to in subsections C and D are as follows:1\n\nExcept as provided in subdivision 2, the respective interests of proprietary lessees are the fair market values of their cooperative interests immediately before the termination, as determined by one or more independent appraisers selected by the association. Appraisers selected shall hold a designation awarded by a major, nationwide testing or certifying professional appraisal society or association. The decision of the independent appraisers shall be distributed to the proprietary lessees and becomes final unless disapproved within 30 days after distribution by proprietary lessees of cooperative interests to which 25 percent of the votes in the association are allocated. The proportion of any proprietary lessee’s interest to that of all proprietary lessees is determined by dividing the fair market value of that proprietary lessee’s cooperative interest by the total fair market values of all the cooperative interests.2\n\nIf any unit or any limited common element is destroyed to the extent that an appraisal of the fair market value of the unit or limited common element before destruction cannot be made, the interests of all proprietary lessees are their respective ownership interests in the association immediately before the termination.","order_by":null,"text":{"0":{"id":286216,"text":"Except in the case of a taking of all the units by eminent domain, or in the case of foreclosure of a security interest against the entire cooperative that has priority over the declaration, cooperative ownership may be terminated only by agreement of proprietary lessees of cooperative interests to which at least four-fifths of the votes in the association are allocated or any larger percentage the declaration specifies. The declaration may specify a smaller percentage only if all of the units in the cooperative are restricted exclusively to nonresidential uses.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":286217,"text":"An agreement to terminate must be evidenced by the execution of a termination agreement or ratification of such agreement in the same manner as a deed by the requisite number of proprietary lessees. The termination agreement must specify a date after which the agreement will be void unless it is recorded before that date. A termination agreement and all such ratifications must be recorded in every county or city in which a portion of the cooperative is situated and is effective only upon recordation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":286218,"text":"The association, on behalf of the proprietary lessees, may contract for the sale of real estate in the cooperative, but the contract is not binding until approved pursuant to subsections A and B. After such approval, the association has all powers necessary and appropriate to effect the sale. Until the sale has been concluded, and the proceeds of such sale are distributed, the association continues in existence with all powers it had before termination. Except to the extent that any provisions in the declaration limit the amount that may be received by a proprietary lessee upon termination, as set forth in subdivision A 12 of § 55.1-2116, proceeds of the sale must be distributed to holders of liens against the association and against the cooperative interests and to proprietary lessees, all as their interests may appear, in accordance with subsections D and E. Unless otherwise specified in the termination agreement, as long as the association holds title to the real estate, each proprietary lessee and his successors in interest have an exclusive right to occupancy of the portion of the real estate that formerly constituted his unit. During the period of such occupancy, each proprietary lessee and his successors in interest remain liable for all assessments and other obligations imposed on proprietary lessees by this chapter or the declaration.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":286219,"text":"Following termination of the cooperative, the proceeds of any sale of real estate, together with the assets of the association, are held by the association as trustee for proprietary lessees and holders of liens against the association and the cooperative interests, as their interests may appear. The declaration may provide that all creditors of the association have priority over any interests of proprietary lessees and creditors of proprietary lessees. Where the declaration provides such a priority, following termination, creditors of the association holding liens on the cooperative that were recorded or docketed before termination may enforce their liens in the same manner as any lienholder, and all other creditors of the association are to be treated as if they had perfected liens against the cooperative immediately before termination. Unless the declaration provides that all creditors of the association have such priority:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":286220,"text":"The lien of each creditor of the association that was perfected against the association before termination becomes a lien against each cooperative interest upon termination as of the date the lien was perfected;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":286221,"text":"All other creditors of the association are to be treated as if they had perfected liens against the cooperative interests immediately before termination;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":286222,"text":"The amounts of the liens of the association’s creditors described in subdivisions 1 and 2 against each of the cooperative interests must be proportionate to the ratio that that cooperative interest’s common expense liability bears to the common expense liability of all the cooperative interests;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":286223,"text":"The lien of each creditor of each proprietary lessee that was perfected before termination continues as a lien against that proprietary lessee’s cooperative interest as of the date the lien was perfected; and","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":286224,"text":"The assets of the association shall be distributed to all proprietary lessees and all lienholders against their cooperative interests as their interests may appear in the order described in subdivisions 1 through 4, and creditors of the association are not entitled to payment from any proprietary lessee in excess of the amount of the creditor’s lien against that proprietary lessee’s cooperative interest.","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4","next_prefix":"E"},"9":{"id":286225,"text":"The respective interests of proprietary lessees referred to in subsections C and D are as follows:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D5","next_prefix":"E1"},"10":{"id":286226,"text":"Except as provided in subdivision 2, the respective interests of proprietary lessees are the fair market values of their cooperative interests immediately before the termination, as determined by one or more independent appraisers selected by the association. Appraisers selected shall hold a designation awarded by a major, nationwide testing or certifying professional appraisal society or association. The decision of the independent appraisers shall be distributed to the proprietary lessees and becomes final unless disapproved within 30 days after distribution by proprietary lessees of cooperative interests to which 25 percent of the votes in the association are allocated. The proportion of any proprietary lessee’s interest to that of all proprietary lessees is determined by dividing the fair market value of that proprietary lessee’s cooperative interest by the total fair market values of all the cooperative interests.","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"11":{"id":286227,"text":"If any unit or any limited common element is destroyed to the extent that an appraisal of the fair market value of the unit or limited common element before destruction cannot be made, the interests of all proprietary lessees are their respective ownership interests in the association immediately before the termination.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1"}},"ancestry":[{"id":13510,"edition_id":1,"name":"Creation, Alteration, and Termination of Cooperatives","identifier":"2","label":"article","depth":4,"order_by":1,"parent_id":13509,"metadata":{},"date_created":"2026-06-26 03:45:06","date_modified":"2026-06-26 03:45:06","permalink":{"id":247161,"object_type":"structure","relational_id":13510,"identifier":"2","token":"55.1\/IV\/21\/2","url":"\/55.1\/IV\/21\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13509,"edition_id":1,"name":"Virginia Real Estate Cooperative Act","identifier":"21","label":"chapter","depth":3,"order_by":1,"parent_id":12914,"metadata":{},"date_created":"2026-06-26 03:45:06","date_modified":"2026-06-26 03:45:06","permalink":{"id":247109,"object_type":"structure","relational_id":13509,"identifier":"21","token":"55.1\/IV\/21","url":"\/55.1\/IV\/21\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12914,"edition_id":1,"name":"Common Interest Communities","identifier":"IV","label":"subtitle","depth":2,"order_by":1,"parent_id":12707,"metadata":{},"date_created":"2026-06-26 03:44:01","date_modified":"2026-06-26 03:44:01","permalink":{"id":246473,"object_type":"structure","relational_id":12914,"identifier":"IV","token":"55.1\/IV","url":"\/55.1\/IV\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12707,"edition_id":1,"name":"Property and Conveyances","identifier":"55.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":244769,"object_type":"structure","relational_id":12707,"identifier":"55.1","token":"55.1","url":"\/55.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75913,"structure_id":13510,"section_number":"55.1-2112","catch_line":"Creation of cooperative ownership","url":"\/55.1-2112\/","token":"55.1\/IV\/21\/2\/55.1-2112","metadata":false},{"id":82447,"structure_id":13510,"section_number":"55.1-2113","catch_line":"Unit boundaries","url":"\/55.1-2113\/","token":"55.1\/IV\/21\/2\/55.1-2113","metadata":false},{"id":86939,"structure_id":13510,"section_number":"55.1-2114","catch_line":"Construction and validity of declaration and bylaws","url":"\/55.1-2114\/","token":"55.1\/IV\/21\/2\/55.1-2114","metadata":false},{"id":71260,"structure_id":13510,"section_number":"55.1-2115","catch_line":"Description of units","url":"\/55.1-2115\/","token":"55.1\/IV\/21\/2\/55.1-2115","metadata":false},{"id":60682,"structure_id":13510,"section_number":"55.1-2116","catch_line":"Contents of declaration","url":"\/55.1-2116\/","token":"55.1\/IV\/21\/2\/55.1-2116","metadata":false},{"id":72102,"structure_id":13510,"section_number":"55.1-2117","catch_line":"Leasehold cooperatives","url":"\/55.1-2117\/","token":"55.1\/IV\/21\/2\/55.1-2117","metadata":false},{"id":66972,"structure_id":13510,"section_number":"55.1-2118","catch_line":"Allocation of ownership interests, votes, and common expense liabilities","url":"\/55.1-2118\/","token":"55.1\/IV\/21\/2\/55.1-2118","metadata":false},{"id":84579,"structure_id":13510,"section_number":"55.1-2119","catch_line":"Limited common elements","url":"\/55.1-2119\/","token":"55.1\/IV\/21\/2\/55.1-2119","metadata":false},{"id":65450,"structure_id":13510,"section_number":"55.1-2120","catch_line":"Exercise of development rights","url":"\/55.1-2120\/","token":"55.1\/IV\/21\/2\/55.1-2120","metadata":false},{"id":73544,"structure_id":13510,"section_number":"55.1-2121","catch_line":"Alterations of units","url":"\/55.1-2121\/","token":"55.1\/IV\/21\/2\/55.1-2121","metadata":false},{"id":61131,"structure_id":13510,"section_number":"55.1-2122","catch_line":"Relocation of boundaries between adjoining units","url":"\/55.1-2122\/","token":"55.1\/IV\/21\/2\/55.1-2122","metadata":false},{"id":72357,"structure_id":13510,"section_number":"55.1-2123","catch_line":"Subdivision of units","url":"\/55.1-2123\/","token":"55.1\/IV\/21\/2\/55.1-2123","metadata":false},{"id":54476,"structure_id":13510,"section_number":"55.1-2124","catch_line":"Easement for encroachments","url":"\/55.1-2124\/","token":"55.1\/IV\/21\/2\/55.1-2124","metadata":false},{"id":79793,"structure_id":13510,"section_number":"55.1-2125","catch_line":"Use for sales purposes","url":"\/55.1-2125\/","token":"55.1\/IV\/21\/2\/55.1-2125","metadata":false},{"id":65491,"structure_id":13510,"section_number":"55.1-2126","catch_line":"Easement rights","url":"\/55.1-2126\/","token":"55.1\/IV\/21\/2\/55.1-2126","metadata":false},{"id":62864,"structure_id":13510,"section_number":"55.1-2127","catch_line":"Amendment of declaration","url":"\/55.1-2127\/","token":"55.1\/IV\/21\/2\/55.1-2127","metadata":false},{"id":79915,"structure_id":13510,"section_number":"55.1-2128","catch_line":"Termination of cooperative ownership","url":"\/55.1-2128\/","token":"55.1\/IV\/21\/2\/55.1-2128","metadata":false},{"id":69933,"structure_id":13510,"section_number":"55.1-2129","catch_line":"Rights of secured lenders","url":"\/55.1-2129\/","token":"55.1\/IV\/21\/2\/55.1-2129","metadata":false},{"id":58552,"structure_id":13510,"section_number":"55.1-2130","catch_line":"Master associations","url":"\/55.1-2130\/","token":"55.1\/IV\/21\/2\/55.1-2130","metadata":false},{"id":71160,"structure_id":13510,"section_number":"55.1-2131","catch_line":"Merger or consolidation of cooperatives","url":"\/55.1-2131\/","token":"55.1\/IV\/21\/2\/55.1-2131","metadata":false}],"previous_section":{"id":62864,"structure_id":13510,"section_number":"55.1-2127","catch_line":"Amendment of declaration","url":"\/55.1-2127\/","token":"55.1\/IV\/21\/2\/55.1-2127","metadata":false},"next_section":{"id":69933,"structure_id":13510,"section_number":"55.1-2129","catch_line":"Rights of secured lenders","url":"\/55.1-2129\/","token":"55.1\/IV\/21\/2\/55.1-2129","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/55.1-2128\/","history_text":"

This law was first created in 1982. The record of its establishment is cataloged in chapter 277 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1982 \u201cActs\u201d aren\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1983, chapter 96; in 2019, chapter 712<\/a>.<\/p>","references":[{"id":62864,"section_number":"55.1-2127","catch_line":"Amendment of declaration","order_by":null,"url":"\/55.1-2127\/"},{"id":79353,"section_number":"55.1-2132","catch_line":"Organization of the association","order_by":null,"url":"\/55.1-2132\/"},{"id":83581,"section_number":"55.1-2144","catch_line":"Conveyance or encumbrance of the cooperative","order_by":null,"url":"\/55.1-2144\/"},{"id":80965,"section_number":"55.1-2145","catch_line":"Insurance","order_by":null,"url":"\/55.1-2145\/"}],"refers_to":[{"id":60682,"section_number":"55.1-2116","catch_line":"Contents of declaration","order_by":null,"url":"\/55.1-2116\/"}],"permalink":{"id":247227,"object_type":"law","relational_id":79915,"identifier":"55.1-2128","token":"55.1\/IV\/21\/2\/55.1-2128","url":"\/55.1-2128\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/55.1-2128\/","token":"55.1\/IV\/21\/2\/55.1-2128","dublin_core":{"Title":"Termination of cooperative ownership","Type":"Text","Format":"text\/html","Identifier":"\u00a7 55.1-2128","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except in the case of a taking of all the units<\/span> by eminent domain, or in the case of foreclosure of a security interest<\/span> against the entire cooperative that has priority over the declaration<\/span>, cooperative ownership may be terminated only by agreement of proprietary lessees<\/span> of cooperative interests<\/span> to which at least four-fifths of the votes in the association<\/span> are allocated or any larger percentage the declaration<\/span> specifies. The declaration<\/span> may specify a smaller percentage only if all of the units<\/span> in the cooperative are restricted exclusively to nonresidential uses. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> An agreement to terminate must be evidenced by the execution of a termination agreement or ratification of such agreement in the same manner as a deed by the requisite number of proprietary lessees<\/span>. The termination agreement must specify a date after which the agreement will be void unless it is recorded before that date. A termination agreement and all such ratifications must be recorded in every county or city in which a portion of the cooperative is situated and is effective only upon recordation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The association<\/span>, on behalf of the proprietary lessees<\/span>, may contract<\/span> for the sale of real estate<\/span> in the cooperative, but the contract<\/span> is not binding until approved pursuant to subsections A and B. After such approval, the association<\/span> has all powers necessary and appropriate to effect the sale. Until the sale has been concluded, and the proceeds of such sale are distributed, the association<\/span> continues in existence with all powers it had before termination. Except to the extent that any provisions in the declaration<\/span> limit the amount that may be received by a proprietary lessee<\/span> upon termination, as set forth in subdivision A 12 of § 55.1-2116<\/a>, proceeds of the sale must be distributed to holders of liens<\/span> against the association<\/span> and against the cooperative interests<\/span> and to proprietary lessees<\/span>, all as their interests may appear, in accordance with subsections D and E. Unless otherwise specified in the termination agreement, as long as the association<\/span> holds title to the real estate<\/span>, each proprietary lessee<\/span> and his successors in interest have an exclusive right to occupancy of the portion of the real estate<\/span> that formerly constituted his unit<\/span>. During the period of such occupancy, each proprietary lessee<\/span> and his successors in interest remain liable for all assessments and other obligations imposed on proprietary lessees<\/span> by this chapter or the declaration<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Following termination of the cooperative, the proceeds of any sale of real estate<\/span>, together with the assets<\/span> of the association<\/span>, are held by the association<\/span> as trustee for proprietary lessees<\/span> and holders of liens<\/span> against the association<\/span> and the cooperative interests<\/span>, as their interests may appear. The declaration<\/span> may provide that all creditors<\/span> of the association<\/span> have priority over any interests of proprietary lessees<\/span> and creditors<\/span> of proprietary lessees<\/span>. Where the declaration<\/span> provides such a priority, following termination, creditors<\/span> of the association<\/span> holding liens<\/span> on the cooperative that were recorded or docketed before termination may enforce their liens<\/span> in the same manner as any lienholder, and all other creditors<\/span> of the association<\/span> are to be treated as if they had perfected liens<\/span> against the cooperative immediately before termination. Unless the declaration<\/span> provides that all creditors<\/span> of the association<\/span> have such priority: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The lien<\/span> of each creditor<\/span> of the association<\/span> that was perfected against the association<\/span> before termination becomes a lien<\/span> against each cooperative interest<\/span> upon termination as of the date the lien<\/span> was perfected; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All other creditors<\/span> of the association<\/span> are to be treated as if they had perfected liens<\/span> against the cooperative interests<\/span> immediately before termination; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The amounts of the liens<\/span> of the association<\/span>’s creditors<\/span> described in subdivisions 1 and 2 against each of the cooperative interests<\/span> must be proportionate to the ratio that that cooperative interest<\/span>’s common expense liability<\/span> bears to the common expense liability<\/span> of all the cooperative interests<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The lien<\/span> of each creditor<\/span> of each proprietary lessee<\/span> that was perfected before termination continues as a lien<\/span> against that proprietary lessee<\/span>’s cooperative interest<\/span> as of the date the lien<\/span> was perfected; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The assets<\/span> of the association<\/span> shall be distributed to all proprietary lessees<\/span> and all lienholders against their cooperative interests<\/span> as their interests may appear in the order<\/span> described in subdivisions 1 through 4, and creditors<\/span> of the association<\/span> are not entitled to payment from any proprietary lessee<\/span> in excess of the amount of the creditor<\/span>’s lien<\/span> against that proprietary lessee<\/span>’s cooperative interest<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The respective interests of proprietary lessees<\/span> referred to in subsections C and D are as follows: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Except as provided in subdivision 2, the respective interests of proprietary lessees<\/span> are the fair market values of their cooperative interests<\/span> immediately before the termination, as determined by one or more independent appraisers selected by the association<\/span>. Appraisers selected shall hold a designation awarded by a major, nationwide testing or certifying professional appraisal society or association<\/span>. The decision of the independent appraisers shall be distributed to the proprietary lessees<\/span> and becomes final unless disapproved within 30 days after distribution by proprietary lessees<\/span> of cooperative interests<\/span> to which 25 percent of the votes in the association<\/span> are allocated. The proportion of any proprietary lessee<\/span>’s interest to that of all proprietary lessees<\/span> is determined by dividing the fair market value of that proprietary lessee<\/span>’s cooperative interest<\/span> by the total fair market values of all the cooperative interests<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If any unit<\/span> or any limited common element<\/span> is destroyed to the extent that an appraisal of the fair market value of the unit<\/span> or limited common element<\/span> before destruction cannot be made, the interests of all proprietary lessees<\/span> are their respective ownership interests in the association<\/span> immediately before the termination. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTERMINATION OF COOPERATIVE OWNERSHIP (\u00a7 55.1-2128)\n\nA. Except in the case of a taking of all the units by eminent domain, or in the\ncase of foreclosure of a security interest against the entire cooperative that\nhas priority over the declaration, cooperative ownership may be terminated only\nby agreement of proprietary lessees of cooperative interests to which at least\nfour-fifths of the votes in the association are allocated or any larger\npercentage the declaration specifies. The declaration may specify a smaller\npercentage only if all of the units in the cooperative are restricted\nexclusively to nonresidential uses.\n\nB. An agreement to terminate must be evidenced by the execution of a termination\nagreement or ratification of such agreement in the same manner as a deed by the\nrequisite number of proprietary lessees. The termination agreement must specify\na date after which the agreement will be void unless it is recorded before that\ndate. A termination agreement and all such ratifications must be recorded in\nevery county or city in which a portion of the cooperative is situated and is\neffective only upon recordation.\n\nC. The association, on behalf of the proprietary lessees, may contract for the\nsale of real estate in the cooperative, but the contract is not binding until\napproved pursuant to subsections A and B. After such approval, the association\nhas all powers necessary and appropriate to effect the sale. Until the sale has\nbeen concluded, and the proceeds of such sale are distributed, the association\ncontinues in existence with all powers it had before termination. Except to the\nextent that any provisions in the declaration limit the amount that may be\nreceived by a proprietary lessee upon termination, as set forth in subdivision A\n12 of § 55.1-2116, proceeds of the sale must be distributed to holders of\nliens against the association and against the cooperative interests and to\nproprietary lessees, all as their interests may appear, in accordance with\nsubsections D and E. Unless otherwise specified in the termination agreement, as\nlong as the association holds title to the real estate, each proprietary lessee\nand his successors in interest have an exclusive right to occupancy of the\nportion of the real estate that formerly constituted his unit. During the period\nof such occupancy, each proprietary lessee and his successors in interest remain\nliable for all assessments and other obligations imposed on proprietary lessees\nby this chapter or the declaration.\n\nD. Following termination of the cooperative, the proceeds of any sale of real\nestate, together with the assets of the association, are held by the association\nas trustee for proprietary lessees and holders of liens against the association\nand the cooperative interests, as their interests may appear. The declaration\nmay provide that all creditors of the association have priority over any\ninterests of proprietary lessees and creditors of proprietary lessees. Where the\ndeclaration provides such a priority, following termination, creditors of the\nassociation holding liens on the cooperative that were recorded or docketed\nbefore termination may enforce their liens in the same manner as any lienholder,\nand all other creditors of the association are to be treated as if they had\nperfected liens against the cooperative immediately before termination. Unless\nthe declaration provides that all creditors of the association have such\npriority:\n\n 1. The lien of each creditor of the association that was perfected against the\n association before termination becomes a lien against each cooperative\n interest upon termination as of the date the lien was perfected;\n\n 2. All other creditors of the association are to be treated as if they had\n perfected liens against the cooperative interests immediately before\n termination;\n\n 3. The amounts of the liens of the association’s creditors described in\n subdivisions 1 and 2 against each of the cooperative interests must be\n proportionate to the ratio that that cooperative interest’s common\n expense liability bears to the common expense liability of all the cooperative\n interests;\n\n 4. The lien of each creditor of each proprietary lessee that was perfected\n before termination continues as a lien against that proprietary lessee’s\n cooperative interest as of the date the lien was perfected; and\n\n 5. The assets of the association shall be distributed to all proprietary\n lessees and all lienholders against their cooperative interests as their\n interests may appear in the order described in subdivisions 1 through 4, and\n creditors of the association are not entitled to payment from any proprietary\n lessee in excess of the amount of the creditor’s lien against that\n proprietary lessee’s cooperative interest.\n\nE. The respective interests of proprietary lessees referred to in subsections C\nand D are as follows:\n\n 1. Except as provided in subdivision 2, the respective interests of\n proprietary lessees are the fair market values of their cooperative interests\n immediately before the termination, as determined by one or more independent\n appraisers selected by the association. Appraisers selected shall hold a\n designation awarded by a major, nationwide testing or certifying professional\n appraisal society or association. The decision of the independent appraisers\n shall be distributed to the proprietary lessees and becomes final unless\n disapproved within 30 days after distribution by proprietary lessees of\n cooperative interests to which 25 percent of the votes in the association are\n allocated. The proportion of any proprietary lessee’s interest to that\n of all proprietary lessees is determined by dividing the fair market value of\n that proprietary lessee’s cooperative interest by the total fair market\n values of all the cooperative interests.\n\n 2. If any unit or any limited common element is destroyed to the extent that\n an appraisal of the fair market value of the unit or limited common element\n before destruction cannot be made, the interests of all proprietary lessees\n are their respective ownership interests in the association immediately before\n the termination.\n\nHISTORY: 1982, c. 277, \u00a7 55-454; 1983, c. 96; 2019, c. 712.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}