Assignment, Sublease, Roommates and Leasehold Improvements

For New York residential property, Real Property Law sections 226-b and 235-f add specific consent, procedure and occupancy rules. Do not answer from the lease document alone when a statute makes a restriction unenforceable.

The four concepts at a glance

The time transferred separates assignment from sublease. Continued co-occupancy separates a roommate from either transfer.

Official source map

The New York Department of State 77-hour curriculum includes assignment, sublease, apartment sharing, leasehold improvements, fixtures and trade fixtures.

Use these current authorities for New York details:

• Real Property Law section 226-b: residential assignment and subletting rights, consent, procedure, exclusions and remedies.
• Real Property Law section 235-f: unlawful residential occupancy restrictions, often called New York's roommate law.
• Real Property Law section 226-a: preservation of an existing right to remove fixtures or improvements when the tenant accepts a new lease without surrendering possession.
• New York Attorney General's Residential Tenants' Rights Guide: current plain-language treatment of assignment, subletting and apartment sharing.
• New York court decisions: the lease and fixture facts that determine whether an installation remains tenant property or becomes part of the realty.

Commercial leases can impose different negotiated controls. Section 226-b is written around a tenant renting a residence. Never transfer a residential statutory answer to a commercial lease without checking the applicable contract and law.

Assignment of a lease

An assignment transfers the tenant's entire remaining leasehold interest to the assignee.

Suppose a tenant has eight months left and transfers the right to possess for all eight months. That points to assignment even if the document is titled “sublease.” Substance controls.

The people and relationships

• landlord: owns the reversion and remains party to the original lease
• assignor: original tenant making the transfer
• assignee: new person receiving the remaining leasehold interest

Assignment can create privity of estate between the landlord and assignee. The original tenant's contractual liability does not automatically disappear merely because possession and the remaining term were assigned.

Look for a release or novation before concluding that the original tenant is no longer liable under the lease.

New York residential consent rule

Under section 226-b(1), a residential tenant may not assign without the owner's written consent unless the lease grants a greater right.

The owner may withhold consent without cause, but the statute distinguishes a reasonable refusal from an unreasonable refusal:

• If consent is reasonably withheld, there is no assignment and the tenant is not released.
• If consent is unreasonably withheld, the tenant's sole statutory remedy is release from the lease on request and 30 days' notice.

The remedy is not permission to complete the assignment anyway.

Exam trap: refusal without cause versus unreasonable refusal

The statute says consent may be unconditionally withheld without cause, then addresses the consequence when withholding is unreasonable. Read the answer choice carefully.

The safe conclusion is that a residential tenant has no automatic assignment right. When the owner's refusal is unreasonable, section 226-b supplies release from the lease as the sole remedy, not a court-created assignee.

Sublease

A sublease transfers less than the tenant's complete remaining interest. The original tenant, called the prime tenant, keeps a reversion and expects the right to possession to return before the prime lease ends.

Timeline example

• prime lease ends: December 31, 2027
• tenant transfers possession: January 1 through August 31, 2027
• tenant retakes possession: September 1, 2027

That is a sublease because the prime tenant kept the last four months.

If the tenant transferred the entire remaining term through December 31, the transaction would point to assignment regardless of the heading used.

Who remains liable?

The prime tenant remains bound to the landlord. Section 226-b expressly says the tenant remains liable for lease performance after an approved sublet.

The subtenant ordinarily owes duties to the prime tenant under the sublease. The prime tenant still owes rent and lease performance to the landlord.

If the subtenant does not pay, “my subtenant defaulted” does not by itself release the prime tenant from the rent owed under the prime lease.

New York's residential sublet right

Section 226-b(2) gives a residential tenant with an existing lease in a dwelling containing four or more residential units a right to sublease, subject to the landlord's advance written consent. Consent may not be unreasonably withheld.

This statutory right does not apply in the same way to every residence. Section 226-b excludes public housing, units with constitutional or statutory admission criteria and cooperative proprietary leases. Rent-regulated units also remain subject to their applicable laws and regulations.

The statutory request package

The tenant must send the request by certified mail, return receipt requested. It must include:

1. the proposed sublease term
2. the proposed subtenant's name
3. the proposed subtenant's business and permanent home addresses
4. the tenant's reason for subletting
5. the tenant's address during the sublease
6. written consent of any cotenant or lease guarantor
7. a copy of the proposed sublease
8. a copy of the tenant's lease, if available
9. acknowledgment by the tenant and proposed subtenant that the sublease copy is true

The request is more than an informal message saying, “My friend will take the apartment.”

Landlord response timeline

Within 10 days after the request is mailed, the landlord may ask for additional information needed to decide whether rejection would be unreasonable. The request for information cannot be unduly burdensome.

Within 30 days after mailing of the original request or the reasonably requested additional information, whichever is later, the landlord must send consent or written reasons for denial.

Failure to send that notice is deemed consent to the proposed subletting.

Results of the landlord's decision

An unauthorized sublet or assignment that does not comply with section 226-b constitutes a substantial breach of the lease or tenancy.

Rent-stabilized sublets add another layer

The Attorney General's current guide explains that New York City rent-stabilized sublets have additional requirements. Among them:

• the prime tenant must maintain the apartment as a primary residence and intend to return
• subletting is generally limited to two years within a four-year period
• the prime tenant retains renewal and specified conversion rights
• regulated limits apply to what the subtenant may be charged

The guide states that the prime tenant may add a 10 percent surcharge for a furnished sublet, while an owner-side sublet allowance may apply under the Rent Guidelines Board rules.

Avoid using the general right to sublet as permission for an illegal rent overcharge or loss of primary residence.

Assignment versus sublease

Intent to return can support a sublease, but the interest actually transferred remains the central property-law test.

New York roommate law

Real Property Law section 235-f prevents a landlord from restricting residential occupancy only to the named tenant or tenants and immediate family. A conflicting lease restriction is unenforceable as against public policy.

The statute calls a nonfamily person living with the tenant's consent an occupant.

Lease names one tenant

The residence may be occupied by:

• the named tenant
• the tenant's immediate family
• one additional occupant
• the occupant's dependent children

The tenant or the tenant's spouse must occupy the premises as a primary residence.

Lease names two or more tenants

The residence may be occupied by:

• the named tenants
• their immediate family
• occupants
• occupants' dependent children

The total number of tenants and nonfamily occupants, excluding occupants' dependent children, cannot exceed the number of tenants named in the current lease or rental agreement. At least one named tenant or a named tenant's spouse must occupy the premises as a primary residence.

Worked roommate count

A lease names Alex and Jordan. Alex moves out. Jordan remains as a primary resident and invites Casey to live there.

The tenant-plus-occupant count is two: Jordan and Casey. That does not exceed the two tenants named in the lease. Casey's dependent child is excluded from that numerical cap under section 235-f(4), although lawful occupancy and overcrowding rules still apply.

Notice of an occupant's name

The tenant must tell the landlord the occupant's name within 30 days after occupancy begins or within 30 days after the landlord requests the information.

The statute does not turn the occupant into a named tenant.

No automatic succession

An occupant or the occupant's dependent child does not acquire a right to remain after the tenant leaves without the landlord's express written permission, unless another law independently supplies a right.

Rent regulation, public housing and other programs may have separate succession rules. Analyze those rules on their own.

Occupancy codes still apply

Section 235-f does not invalidate federal, state or local occupancy limits. A landlord may enforce lawful overcrowding, health and safety rules.

The roommate law protects a defined occupancy arrangement. It is not permission to exceed a lawful occupancy limit.

Roommate versus subtenant

A roommate generally occupies with the tenant. A subtenant receives exclusive possession of all or part of the premises under a sublease while the prime tenant transfers a leasehold interest.

Ask:

• Does the named tenant remain in the home as a primary resident?
• Did the tenant transfer exclusive possession for a defined time?
• Is there a separate rental agreement with the new person?
• Does the named tenant keep the right to return?

A payment between roommates for shared household costs does not automatically prove a sublease. The full occupancy arrangement matters.

Section 235-f also does not authorize a short-term rental business. Local short-term occupancy laws, building rules, rent regulation and the lease can impose separate restrictions.

Leasehold improvements

A leasehold improvement is an alteration or addition made to leased premises for the tenant's use. Examples include:

• interior partitions
• built-in counters
• specialized lighting
• plumbing and electrical work
• flooring
• shelving or display systems
• restaurant equipment connections
• accessibility alterations

The key questions are permission, ownership, removal, restoration and damage.

Read the alterations clause first

A lease may require the landlord's prior written consent before the tenant makes an alteration. It may also state:

• which plans and contractors require approval
• who obtains permits
• who pays construction costs
• whether liens must be discharged
• whether improvements become landlord property
• which items the tenant must remove
• what condition is required at surrender

A useful exam fact is that payment alone does not decide ownership. A tenant can pay for an improvement that becomes part of the landlord's realty under the lease and fixture rules.

Fixture, trade fixture or personal property

Use three connected questions:

1. Annexation: How firmly is the item attached?
2. Adaptation: How specifically is it fitted to the premises or its use?
3. Intent: Did the circumstances and agreement show an intention for permanence?

No one factor always controls. The lease can clarify the parties' intention and removal rights.

Ordinary fixture

An ordinary fixture is personal property that became part of the real property. A built-in item integrated into the building is more likely to stay with the premises.

Trade fixture

A trade fixture is installed by a commercial tenant for the tenant's business. Trade fixtures can remain tenant property and may be removable when the lease and law permit.

New York courts take a fact-specific approach. In Matter of Mazur Brothers, the court distinguished items installed for a tenant's particular business needs from improvements that enhanced the realty for general use. An entire mezzanine platform that could serve many uses was treated as integral to the realty rather than a tenant trade fixture.

Removal and repair

A removable trade fixture should be removed within the time permitted by the lease, commonly before the term ends or surrender occurs. The tenant ordinarily must repair material damage caused by removal when the agreement requires it.

Leaving an item behind can allow the lease's surrender or abandonment provision to operate. Removing an item that became landlord property can create a damage claim.

New lease without surrender

Real Property Law section 226-a protects a narrow point. If a tenant already has a right to remove fixtures or improvements, accepting a new lease for the same premises without surrendering possession between terms does not, by itself, destroy or impair that removal right unless the parties expressly agree otherwise.

The statute preserves an existing right. It does not create a removal right where none existed.

What the exam is testing

Most questions turn on one changed fact.

• Entire remaining term transferred: assignment.
• Less than the remaining term transferred: sublease.
• Named tenant remains and shares the home: roommate or occupant.
• Business item attached for a specialized use: consider trade fixture.
• Improvement integrated for general building use: consider real-property fixture.
• Owner unreasonably rejects assignment: release, not forced assignment.
• Owner unreasonably rejects qualifying sublet: tenant may proceed with requested sublet.

A six-step method

1. Identify residential or commercial property.
2. Compare the transferred period with the remaining prime term.
3. Determine whether the named tenant remains in possession.
4. Check the lease's consent and alteration clauses.
5. Apply sections 226-b, 235-f or 226-a when their facts fit.
6. Keep liability, possession and ownership as separate conclusions.

Five worked scenarios

Scenario 1: full remaining term

A commercial tenant has 18 months left and transfers all 18 months to another business.

Best answer: Assignment. The original tenant retained no reversion in the remaining term.

Scenario 2: temporary transfer

A residential tenant has 24 months left, leaves for eight months and plans to return for the final 16 months.

Best answer: Proposed sublease. The tenant retains a reversion and must follow applicable consent rules.

Scenario 3: one named tenant and a roommate

One tenant is named on the lease and remains in the apartment as a primary resident. One unrelated friend and the friend's dependent child move in. The tenant supplies the occupant's name on time.

Best answer: Section 235-f protects that stated occupancy, subject to lawful occupancy codes and other applicable law.

Scenario 4: tenant leaves, roommate stays

The named tenant permanently leaves. The unrelated occupant claims section 235-f makes the occupant the new tenant.

Best answer: Section 235-f does not itself give the occupant continued occupancy after the tenant leaves without the landlord's express written permission. Check for another independent succession right.

Scenario 5: restaurant equipment

A restaurant tenant installs specialized ovens and movable business equipment under a lease that permits removal before surrender if damage is repaired. The tenant removes them on time and repairs the connections.

Best answer: The facts support removable trade fixtures. Compare that with built-in electrical or structural work integrated for general building use, which may remain with the realty.

Common misconceptions

“The document title decides assignment or sublease”

No. Compare the interest transferred with the remaining lease term.

“An assignee automatically releases the original tenant”

No. Transfer and release are different. Look for an express release or novation.

“A landlord can always ban subletting by lease”

No. Section 226-b makes its qualifying residential sublet right nonwaivable, while exclusions and rent-regulation rules still matter.

“Unreasonable refusal has the same remedy for assignment and sublease”

No. Assignment gives the tenant a release remedy. A qualifying sublet may proceed as requested.

“A roommate is automatically a subtenant”

No. A protected occupant can share the home while the named tenant remains the primary resident.

“Roommate law gives succession rights”

No. Section 235-f does not itself let the occupant remain after the tenant leaves.

“The tenant paid for it, so the tenant owns it forever”

No. Improvements can become landlord property under the lease and fixture rules.

“Every item used in a business is a trade fixture”

No. The installation, adaptation, intent, lease and integration into the realty matter.

Frequently asked questions

What is the difference between lease assignment and sublease?

Assignment transfers the entire remaining leasehold interest. A sublease transfers less and leaves the prime tenant with a reversion.

Can a New York residential landlord refuse an assignment?

Section 226-b allows written consent to be withheld. If withholding is unreasonable, the tenant's sole statutory remedy is release from the lease on request and 30 days' notice.

Can a New York residential landlord refuse a sublet?

For a tenant with an existing lease in a building of four or more residential units, advance written consent cannot be unreasonably withheld. The tenant must follow the statutory request process, and exclusions or rent-regulation rules may apply.

How long does a New York landlord have to answer a sublet request?

The landlord must respond within 30 days after mailing of the request or within 30 days after mailing of reasonably requested additional information, whichever is later. The landlord has 10 days after the original mailing to request additional information.

Does a prime tenant remain responsible after subletting?

Yes. Section 226-b says the tenant remains liable for lease performance after the premises are sublet.

How many roommates may one named New York tenant have?

Section 235-f permits one additional nonfamily occupant and that occupant's dependent children, along with the tenant and the tenant's immediate family, when the tenant or spouse uses the premises as a primary residence. Lawful occupancy limits still apply.

Does a roommate become a tenant?

Not merely under section 235-f. The statute protects occupancy but does not itself give continued tenancy after the named tenant leaves.

Can a commercial tenant remove improvements?

It depends on the lease and fixture facts. Removable trade fixtures may remain tenant property, while integrated improvements can become part of the realty. Consent, timing and restoration duties matter.

What to study next

Continue with the Contracts, Sales and Leases study hub. Review the Legal Issues study hub for fixtures, personal property and interests in land, then use the Property Management study hub to connect consent, records and occupancy with day-to-day management.

The next article covers New York residential tenant protections and ending a tenancy. It will handle notices, Good Cause Eviction, court process and unlawful eviction without repeating the transfer rules here.

Sources and verification notes

This article was checked against official sources on August 27, 2026. Residential rights vary with building size, housing program, rent regulation and locality. Commercial transfer and improvement duties depend heavily on negotiated lease language.

1. New York Real Property Law section 226-b. Current residential assignment, subletting, consent, procedure, exclusions and remedies.
2. New York Real Property Law section 235-f. Current roommate and residential occupancy protections.
3. New York Real Property Law section 226-a. Effect of a new lease without surrender on an existing fixture-removal right.
4. New York Attorney General, Residential Tenants' Rights Guide. Current public guidance on assignments, sublets, apartment sharing and rent-stabilized sublets.
5. New York State Department of State, Real Estate Salesperson 77-Hour Curriculum. Subject 3 and Subject 4 coverage of fixtures, trade fixtures, assignments, subleases, sharing and improvements.
6. Matter of Mazur Brothers, Inc. v State of New York. New York appellate treatment of trade fixtures and improvements integrated into realty.
7. Langston v Gonzalez. New York lease example addressing consent, landlord ownership of improvements and movable trade fixtures.

This article provides general educational guidance. It does not reproduce live examination content or provide legal advice.