Ownership/General Partner and Management Company Change Policy
Purpose: To ensure that the Ohio Housing Finance Agency (OHFA) Office of Program Compliance
(PC) and the Office of Planning, Preservation & Development (PP&D) have performed due
diligence in the review and approval of ownership and management company change requests to
prevent changes from negatively impacting the compliance of the project with OHFAadministered programs. The owner of a low-income Housing Tax Credit (HTC) project is
identified on the Form 8609. HTC projects are owned by partnerships. The tax credit is used to
generate private equity, often prior to or during the construction of the project. Developers
typically "sell" the credits by entering into limited partnerships (or limited liability companies)
with an investor, with 99.99% of the profits, losses, depreciation, and tax credits being allocated
to the investor as a partner in the partnership. Limited partners do not participate in the
management decision of the partnership or project. The General Partner has primary partnership
control and is responsible for the management of the project. The General Partner is essential in
assuring compliance with the tax credit regulations. Thus, it is crucial that OHFA conducts a
thorough review of all ownership requests. Equally important is a thorough review of
management company changes. In managing the life cycle of a multi-family project, property
managers must be familiar with IRC Section 42; IRS Regulation 1.42; and the Qualified Allocation
Plan (QAP) in effect during the year in which the tax credits were allocated. Owners and property
managers are solely responsible for ensuring that the project(s) they own or manage are in
compliance with local, state, and federal laws and regulations. Good property management
practices help to ensure that the project remains viable and compliant.
Ownership/General and Limited Partner Change Procedures (for projects financed with or
without Housing Tax Credits)
OHFA will review an owner’s request on a case-by-case basis. Requests must be compliant with
the current year QAP and as such must be submitted to OHFA 60 days prior to the proposed
change. New ownership requests do not require OHFA Board approval.
If the project has not yet received Form 8609s, any requests to change ownership/general
partner, or limited partnership interest should be directed to Kevin Clark, Manager of the Office of
PP&D at kclark@ohiohome.org or by mail to 57 East Main Street, Columbus, Ohio 43215. It is the
responsibility of PP&D to inform PC of any approved ownership changes that occur during this
Ohio Housing Finance Agency
time frame.
Once a project is placed in service and issued Form 8609s from PP&D, the request to change
ownership/general partnership, or limited partnership interest should be sent to Betsy Krieger,
Assistant Director of Program Compliance, at bkrieger@ohiohome.org or by mail to 57 East Main
Street, Columbus, Ohio 43215.
If a project is not financed with Housing Tax Credits (i.e. gap financing only), the owner should
notify the Compliance Analyst responsible for the project of the proposed ownership change. PC
will then notify PP&D of the request and conduct a shared review of the request. Any approved
change in ownership will be entered into OHFA’s database system, DevCo to ensure accurate
updates and reporting of OHFA’s project portfolio.
A request to change the General Partnership interest of a Housing Tax Credit (HTC) project must
include the following. OHFA may require additional documents not contained in this list. If the
request concerns a new owner that is known to OHFA through prior and/or existing
relationships, only items #1, 4, 5, 7-10, and 12 should be submitted.
1. A cover letter fully explaining why the ownership change is necessary
2. Summary of the new owner’s experience in affordable or rental housing
3. Performance of the new owner in owning and/or renting housing. Information
must include any housing or code violations and if the owner was penalized by
any local court for not responding to code or housing violations
4. Brief description of the management company’s experience in managing
affordable housing if the property management is changing as a result of the
ownership change
5. Current vacancy rates for the property (if presently placed in service)
6. A completed Project Proforma
7. Estimated operating budget for the project though Y15 of the Housing Tax
Credit compliance period
8. Copy of an executed sale agreement or letter of intent to purchase the project
9. History of the project’s reserve account for the last three tax years including
the required monthly replacement amount (if presently placed in service)
10. OHFA’s Disposition of Property Form PC-E37
11. Prior years’ audited financial statements and current year-to-date audited
financial statements (if presently placed in service). If an audited financial
statement is not available, submit a financial statement that has been
reviewed or compiled by a third-party accountant
12. Copy of the property’s current-year rent roll (if presently placed in service)
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Ohio Housing Finance Agency
If the request is received by PC, the Assistant Director will schedule a meeting with the
Compliance Analyst responsible for the project, the Analyst’s Manager, the Director of PC, a PP&D
Project Portfolio team member, and the proposed new owner. Generally, the review process of
the request takes no more than 20 business days. If approved, the Compliance Analyst
responsible for the project will send OHFA’s PC-L64 General Partnership Approval Letter to the
current owner. The Analyst will also issue Form 8823 to the IRS for reporting the ownership
change.
A request to change the Limited Partnership interest of a HTC project must include the following.
OHFA may require additional documents not contained in this list.
1. A cover letter fully explaining why the partnership change is necessary
2. Summary of the new partnership experience in affordable or rental housing
3. Performance of the partnership in owning and/or renting housing. Information must
include any housing or code violations and if the owner was penalized by any local court
for not responding to code or housing violations
A request to change the ownership interest of a project not financed with Housing Tax Credits
(HTC) (i.e. gap-financing) must include the following. OHFA may require additional documents
not contained in this list. If the request concerns a new owner that is known to OHFA through
prior and/or existing relationships, only items #1, 4, 5, 7-10, and 12 should be submitted.
1. A cover letter fully explaining why the ownership change is necessary
2. Summary of the new owner’s experience in affordable or rental housing
3. Performance of the new owner in owning and/or renting housing. Information
must include any housing or code violations and if the owner was penalized by
any local court for not responding to code or housing violations
4. Brief description of the management company’s experience in managing
affordable housing if the property management is changing as a result of the
ownership change
5. Current vacancy rates for the property (if presently placed in service)
6. A completed Project Proforma
7. Estimated operating budget for the project though Y15 of the Housing Tax
Credit compliance period
8. Copy of an executed sale agreement or letter of intent to purchase the project
9. History of the project’s reserve account for the last three tax years including
the required monthly replacement amount (if presently placed in service)
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Ohio Housing Finance Agency
10. OHFA’s Disposition of Property Form PC-E37
11. Prior years’ audited financial statements and current year-to-date audited
financial statements (if presently placed in service). If an audited financial
statement is not available, submit a financial statement that has been
reviewed or compiled by a third-party accountant
12. Copy of the property’s current year rent roll (if presently placed in service)
Property Management Company Change Procedures
OHFA will review an owner’s request to change a property management company on a case-bycase basis. Requests must be compliant with the current year QAP and as such must be submitted
to OHFA 60 days prior to the proposed change. New management change requests do not require
OHFA Board approval.
Requests to change a management company prior to the issuance of Form 8609 should be
directed to Kevin Clark, Manager of the Office of PP&D at kclark@ohiohome.org, or by mail to 57
East Main Street, Columbus, Ohio. It is the responsibility of PP&D to inform PC of any approved
management company changes.
Once a project is placed in service and received Form 8609s, the owner should notify the
Compliance Analyst responsible for the project of the proposed management company change. It
is the responsibility of PC to inform PP&D of any approved management company changes. If a
project is not financed with Housing Tax Credits (i.e. gap-financing only), the owner should notify
the Compliance Analyst responsible for the project of the proposed management company
change. It is the responsibility of PC to inform PP&D of any approved management company
changes.
Any approved change in a management company will be entered into OHFA’s database system,
DevCo to ensure accurate updates and reporting of OHFA’s project portfolio.
An owner request to change the property management company must include the following.
OHFA may require additional documents not contained in this list. If the request concerns a
management company that is known to OHFA through prior and/or existing relationships, only
item #1 should be submitted.
1. A cover letter fully explaining why the property management company change is
necessary
2. Summary of the property management company’s experience in managing affordable
housing
3. Capacity of the new management company (e.g. trade association memberships,
compliance certifications, experience in affordable housing)
4. OHFA’s PC-E38 Management Company Capacity Questionnaire
OCP-28
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