Biography
David de Barros helps clients bring ambitious real estate and development projects to life. From large-scale property transactions to sophisticated construction and development agreements, David works alongside nonprofit organizations and religious institutions to navigate the legal complexities of operating a not-for-profit or religious organizations and participate in transformative projects. His practice is grounded in practical problem-solving and strategic planning, allowing clients to move complex developments forward with confidence while balancing risk, regulatory requirements, and long-term organizational goals.
Overview
David de Barros is a Partner and a member of the firm’s Not-for-Profit & Religious Organizations and Real Estate practice groups. His practice focuses on complex, large-scale real estate development transactions, construction matters, and legal issues affecting nonprofit and religious organizations throughout New York.
David counsels clients on a wide range of sophisticated real estate and development matters, including:
- Purchases and sales of property
- Long-term ground leases and commercial leases
- Joint venture arrangements
- Construction and development agreements
- Design and consultant agreements
- Real estate development transactions
- Nonprofit and religious corporation approvals
His work combines transactional, regulatory, and dispute-resolution experience to help clients manage risk and successfully navigate complex development projects.
Selling, leasing, or developing not-for-profit property in New York
A religious corporation in New York generally cannot sell, mortgage, or lease any of its real property for a term exceeding five years on its own authority, and a not-for-profit corporation generally cannot sell, lease, or otherwise dispose of all or substantially all of its assets on its own authority. The transaction requires approval from the Supreme Court of the State of New York or, in certain circumstances, from the Charities Bureau of the Office of the New York State Attorney General. David prepares and files these petitions and applications and guides boards and trustees through the process from the first board resolution to closing.
The statutes that govern this work
- Not-for-Profit Corporation Law § 510: sale, lease, exchange, or other disposition of assets
- Not-for-Profit Corporation Law § 511: petition to the Supreme Court of the State of New York
- Not-for-Profit Corporation Law § 511-a: application to the Attorney General in place of court approval
- Religious Corporations Law § 12: sale, mortgage, or lease for a term exceeding five years of real property of religious corporations, including required denominational consents
- Religious Corporations Law § 18: court-ordered dissolution of a religious corporation that has ceased to act in its corporate capacity and keep up religious services, including the sale of its property, payment of its debts, and the application of any surplus to religious, benevolent, or charitable purposes
Which route applies, and how long it takes, depends on the type of corporation, the structure of the transaction, and the organization’s own governing documents. David evaluates that question before a contract is signed, so the deal is built around the approval path it will actually have to clear.
Matters David handles for not-for-profit and religious clients
- Petitions to the Supreme Court of the State of New York for approval of property sales and dispositions
- Applications to the New York State Attorney General’s Charities Bureau
- Governance and regulatory compliance for not-for-profit and religious corporations
- Facility use agreements and use and occupancy agreements
- Leases to tenant congregations, schools, daycares, and community programs
- Plans of dissolution and the disposition of assets when a congregation closes
- Board and trustee counseling on fiduciary obligations
Real estate and development
David represents clients in complex real estate development transactions, with a particular focus on projects involving institutionally owned property. A congregation with a valuable site and a shrinking membership has more options than selling: David structures ground leases and joint ventures that let an organization participate in the redevelopment of its own property and, where it matters, preserve worship or program space within the finished building.
Transactional work
- Property acquisitions and sales
- Long-term ground leases
- Commercial leases
- Joint venture arrangements
- Construction and development agreements
- Design and consultant agreements
Representative matters
Ground Lease and Joint Venture for Affordable Housing on a Church Site
David represents a religious corporation in New York City in a ground lease and joint venture with an affordable housing developer to redevelop its church site. The project is a mixed-use leasehold condominium with affordable rental housing and a new house of worship. His work includes drafting and negotiating the memorandum of understanding and the related ground lease, operating agreement, and development agreement, protecting the client’s consent rights and economic interests, and preparing the petition for approval of the transaction pursuant to Religious Corporations Law § 12 and Not-for-Profit Corporation Law §§ 510–511-a.
Guiding Religious Organizations Through Closure and Dissolution
David helps religious governing bodies and their member congregations when a faith-based community decides to close its doors. He has prepared easy-to-follow guides that explain each step of the legal process to the community’s leaders, from the first votes by the board and members to final approval by the court. He then works directly with each congregation to carry out the closure, which includes reviewing its property and debts, deciding where its house of worship and remaining funds will go, obtaining court approval, and handling the property transfers, final accounts, and records. His goal is for each religious corporation to close properly, with its leaders protected from personal liability and its assets continuing to serve its charitable and religious mission.
Redeveloping a Church Site with a New Sanctuary for the Congregation
In a representative matter, David guided a New York City congregation through a partnership with a residential developer that will build a new residential building on the church’s site and deliver to the congregation a new sanctuary and fellowship space, together with additional consideration. He worked alongside church leaders at every stage, from the initial letter of understanding through the purchase and development contracts and the required approvals, so their vision could become a reality while their worshiping community remains rooted in its neighborhood.
Prior results do not guarantee a similar outcome.
Construction
Construction and development agreements written by a lawyer who has litigated them allocate risk differently than agreements written by one who has not. David’s drafting is informed by prior experience handling claims and disputes in:
- Federal courts
- State courts
- Alternative dispute resolution tribunals
Credentials
- Bar admission: New York, 2013
- Law school: J.D., Georgetown University Law Center, 2012
- Undergraduate: B.A., Political Science, Boston College (minor concentrations in History and International Studies)
- Recognition: Super Lawyers Rising Stars, 2022 and 2023
- Practice groups: Not-for-Profit & Religious Organizations; Real Estate; Construction
- Office: New York City, 14 Penn Plaza, Suite 814
Prior legal and government experience
- Judicial Intern, New York State Supreme Court, Appellate Division, First Department
- Law Clerk, United States Senate Permanent Subcommittee on Investigations
- Janet D. Steiger Fellow, Office of the New York State Attorney General, Bureau of Consumer Frauds and Protection
Publications
- “New York Religious Corporations: When Is Closing the Right Choice?” New York Law Journal, October 29, 2025
- “Legal Requirements for the Sale of Real Property by New York Religious Corporations,” May 29, 2025
Presentations
- January 13, 2026: Model Constitution for Congregations of the Evangelical Lutheran Church in America (webinar)
- November 20, 2025: Thinking about Your Legacy: Plans of Dissolution (Interchurch Center Conference)
- January 16, 2025: Requirements of the Book of Discipline: Facility Use Agreements (webinar)
- October 30, 2024: Thinking about Your Legacy: Plans of Dissolution (Interchurch Center Conference)
- November 8, 2023: Fiduciary Obligations of Board Members (Interchurch Center Conference)
- August 23, 2023: What You Should Consider Before Consenting to Sales, Leases and Other Dispositions of Church Property (webinar)
- May 12, 2022: Protecting Religious Property Workshop: Facility Use Agreements (webinar)
- February 15, 2022: What Trustees Should Know About the Sale, Lease, and Other Dispositions of Church Property (webinar)
- March 23, 2021: NY Attorney General & Supreme Court Approval: What Not-for-Profit & Religious Corporations Need to Know (webinar)
- September 15, 2020 Use & Occupancy Agreements & Lease Agreements: What Not-for-Profit and Religious Corporations Need to Know (webinar)
- November 14, 2019: Mission Driven Development Workshop: Deal Structures & Transactional Documents (Interchurch Center Conference)
- November 8, 2018: Construction Oversight & Accountability Panel (Interchurch Center Conference)
Questions clients ask
Does a New York church need court approval to sell its property?
Usually, yes. Pursuant to Religious Corporations Law § 12, a religious corporation generally cannot sell, mortgage, or lease any of its real property for a term exceeding five years without approval, either from the Supreme Court of the State of New York or, in certain circumstances, from the Attorney General’s Charities Bureau. A contract signed without planning for that approval can stall for months. David identifies the required route before the deal is structured.
What is the difference between a court petition and an Attorney General application?
Both lead to the same result: authority to complete the transaction. A petition goes to the Supreme Court of the State of New York. An application pursuant to Not-for-Profit Corporation Law § 511-a goes to the Attorney General’s Charities Bureau and can be the more efficient path for certain dispositions. Which one is available depends on the type of corporation, the nature of the transaction, and the organization’s governing documents.
Who in our organization has to approve the transaction?
It depends on the organization. Typically the board of trustees must adopt a resolution, and depending on the denomination and the organization’s governing documents, a vote of the members and the consent of a denominational governing body may also be required. David reviews the certificate of incorporation, bylaws, and denominational rules at the outset so that each required vote and consent is obtained in the right order.
Our congregation is shrinking. What are our options for the building?
More than selling. Depending on the site and the organization’s goals, the options generally include:
- An outright sale
- A long-term ground lease to a developer
- Leasing unused space to a school, daycare, or community program
- A joint venture that redevelops the property while preserving worship space
- A plan of dissolution that transfers assets to a successor body
Each carries different approval, governance, and tax consequences. David has presented on this question to denominational bodies since 2018 and wrote about it for the New York Law Journal in October 2025.
What is a facility use agreement, and why does our congregation need one?
It is the written agreement used when another group occupies part of your building: a tenant congregation, a school, a daycare, or a community organization. Without one, an arrangement that everyone understood as informal can turn out to have created a tenancy, complicated a property tax exemption, or raised questions that surface years later when the property is sold. David has led multiple workshops for congregations on drafting these agreements.
Do you represent not-for-profit corporations that are not religious corporations?
Yes. David represents charitable corporations, schools, and other not-for-profit entities on governance, regulatory compliance, and real estate matters. The same approval framework set forth in the Not-for-Profit Corporation Law applies to their property transactions.
When should we bring in a lawyer?
Before the board votes and well before a contract is signed. The approval requirements shape what the transaction can look like, and the cost of restructuring a deal after the fact is considerably higher than the cost of structuring it correctly at the start.
Service area
David represents organizations throughout New York State, with a concentration in New York City and the surrounding metropolitan area, including:
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- Manhattan
- Brooklyn
- Queens
- The Bronx
- Staten Island
- Long Island (Nassau and Suffolk Counties)
- Westchester County
Contact
- David de Barros, Partner
- Capell Barnett Matalon & Schoenfeld LLP
- 14 Penn Plaza, Suite 814, New York, NY 10122
- ddebarros@cbmslaw.com
- (646) 448-6837
- linkedin.com/in/daviddebarrosesq