                                 CODE OF VIRGINIA

TRANSFER OF SPECIAL DECLARANT RIGHTS (§ 55.1-1947)

A. For the purposes of this section, &#8220;affiliate of a declarant&#8221;
means any person who controls, is controlled by, or is under common control with
a declarant. A person controls a declarant if the person (i) is a general
partner, officer, director, or employer of the declarant; (ii) directly or
indirectly, or acting in concert with one or more persons or through one or more
subsidiaries, owns, controls, holds with power to vote, or holds proxies
representing more than 20 percent of the voting interests in the declarant;
(iii) controls in any manner the election of a majority of the directors of the
declarant; or (iv) has contributed more than 20 percent of the capital of the
declarant. A person is controlled by a declarant if the declarant (a) is a
general partner, officer, director, or employer of the person; (b) directly or
indirectly, or acting in concert with one or more other persons or through one
or more subsidiaries, owns, controls, holds with power to vote, or holds proxies
representing more than 20 percent of the voting interest in the person; (c)
controls in any manner the election of a majority of the directors of the
person; or (d) has contributed more than 20 percent of the capital of the
person. Control does not exist if the powers described in this subsection are
held solely as security for an obligation and are not exercised.

B. No special declarant right may be transferred except by a document evidencing
the transfer recorded in every county and city in which any portion of the
condominium is located. The instrument shall not be effective unless executed by
the transferee.

C. Upon transfer of any special declarant right, the liability of a transferor
declarant shall be as follows:

   1. The transferor shall not be relieved of any obligation or liability arising
   before the transfer and shall remain liable for warranty obligations imposed
   upon him by subsection B of &#xA7; 55.1-1955. Lack of privity shall not
   deprive any unit owner of standing to bring an action to enforce any
   obligation of the transferor.

   2. If the successor to any special declarant right is an affiliate of a
   declarant, the transferor shall also be jointly and severally liable with the
   successor for any obligation or liability of the successor that relates to the
   condominium.

   3. If a transferor retains any special declarant rights, but transfers other
   special declarant rights to a successor who is not an affiliate of the
   declarant, the transferor shall also be liable for all obligations and
   liabilities relating to the retained special declarant rights and imposed on a
   declarant by this chapter or by the condominium instruments.

   4. A transferor shall have no liability for any breach of a contractual or
   warranty obligation or for any other act or omission, arising from the
   exercise of a special declarant right by a successor declarant who is not an
   affiliate of the transferor.

D. Except as otherwise provided by the mortgage or deed of trust, in case of
foreclosure of a mortgage, sale by a trustee under a deed of trust, tax sale,
judicial sale, or sale under receivership proceedings or the Bankruptcy Code as
codified in Title 11 of the United States Code of any unit owned by a declarant
or land subject to development rights:

   1. A person acquiring title to all the land being foreclosed or sold shall,
   but only upon his request, succeed to all special declarant rights related to
   that land reserved by that declarant, or only to any rights reserved in the
   declaration pursuant to &#xA7; 55.1-1929 and held by that declarant to
   maintain sales offices, management offices, model units, or signs.

   2. The judgment or instrument conveying title shall provide for transfer of
   only the special declarant rights requested.
   				For the purposes of this subsection, &#8220;development rights&#8221;
   means any right or combination of rights to expand an expandable condominium,
   contract a contractable condominium, convert convertible land, or convert
   convertible space.

E. Upon foreclosure, sale by a trustee under a deed of trust, tax sale, judicial
sale, or sale under receivership proceedings or the Bankruptcy Code as codified
in Title 11 of the United States Code of all units and other land in the
condominium owned by a declarant, (i) that declarant ceases to have any special
declarant rights and (ii) any period of declarant control reserved under
subsection A of &#xA7; 55.1-1943 shall terminate, unless the judgment or
instrument conveying title provides for transfer of all special declarant rights
held by that declarant to a successor declarant.

F. The liabilities and obligations of any person who succeed to any special
declarant right shall be as follows:

   1. A successor to any special declarant right who is an affiliate of a
   declarant is subject to all obligations and liabilities imposed on the
   transferor by this chapter or by the condominium instruments.

   2. A successor to any special declarant right, other than a successor
   described in subdivisions 3 and 4, who is not an affiliate of a declarant
   shall be subject to all obligations and liabilities imposed by this chapter or
   the condominium instruments on a declarant that relate to his exercise or
   nonexercise of special declarant rights, or on his transferor, except for (i)
   misrepresentations by any prior declarant, (ii) warranty obligations as
   provided in subsection B of &#xA7; 55.1-1955 on improvements made by any
   previous declarant or made before the condominium was created, (iii) breach of
   any fiduciary obligation by any previous declarant or his appointees to the
   executive board, or (iv) any liability or obligation imposed on the transferor
   as a result of the transferor&#8217;s acts or omissions after the transfer.

   3. Unless he is an affiliate of a declarant, a successor to only a right
   reserved in the declaration to maintain sales offices, management offices,
   model units, or signs shall not exercise any other special declarant right and
   shall not be subject to any liability or obligation as a declarant, except the
   liabilities and obligations arising under Article 4 (&#xA7; 55.1-1970 et seq.)
   as to disposition by that successor.

   4. A successor to all special declarant rights held by his transferor who is
   not an affiliate of that transferor and who succeeded to those rights pursuant
   to a deed in lieu of foreclosure or a judgment or instrument conveying title
   to units under subsection D may declare his intention in a recorded instrument
   to hold those rights solely for transfer to another person. Thereafter, until
   transferring all special declarant rights to any person acquiring title to any
   unit owned by the successor, or until recording an instrument permitting
   exercise of all those rights, that successor may not exercise any of those
   rights other than any right reserved by his transferor pursuant to subsection
   A of &#xA7; 55.1-1943. Any attempted exercise of those rights is void. So long
   as a successor declarant may not exercise special declarant rights under this
   subsection, he shall not be subject to any liability or obligation as a
   declarant other than liability for his acts and omissions relating to the
   exercise of rights reserved under subsection A of &#xA7; 55.1-1943.

G. Nothing in this section subjects any successor to a special declarant right
to any claims against or other obligations of a transferor declarant, other than
claims and obligations arising under this chapter or the condominium
instruments.

HISTORY: 1982, c. 545, § 55-79.74:3; 1991, c. 497; 1996, c. 977; 2006, c. 646;
2019, c. 712.