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Oregon Housing and Community Services

Underlying Transfer of Ownership – LIHTC Post-15

Outlined below is the process associated with an "underlying" transfer of ownership. This type of transfer usually affects Low-Income Housing Tax Credit (LIHTC) properties and may occur when the Limited Partner (or Equity Investor) exits the Limited Partnership owner entity. Common underlying transfers that occur when the Limited Partner exits include:

  • Limited Partner is replaced by another entity (usually a newly formed entity related to the General Partner)
  • Limited Partnership is converted to a Limited Liability Company (LLC)

Getting started with underlying transfer notification

The owner must notify OHCS of a proposed underlying transfer of ownership for properties that received LIHTC. Notifications using the digital form linked below or by email to arh.portfolio@hcs.oregon.gov are acceptable. OHCS will respond to the notification in writing detailing the proposed change to the ownership entity as provided by the owner. Notification needs to include the following information:

  1. Assignments and Assumptions Agreement
  2. Purchase and Sale Agreement, if applicable
  3. Organizational chart before change of ownership
  4. Organizational chart after change of ownership
  5. Verification new entity has filed with Oregon Secretary of State (if applicable)

Please fill out the Post-15 Underlying Transfer Notification Form to get the process started.

OHCS response

Once OHCS receives a transfer notification, the agency reviews all submitted information and documentation related to the property’s OHCS‑administered resources. OHCS will provide a written response. To help owners address any potential documentation issues, this letter may include OHCS findings. Any required follow‑up on those findings will not delay OHCS’s response regarding the proposed transfer.

Questions? Email arh.portfolio@hcs.oregon.gov.

OHCS wants to ensure that everyone has access to its information and programs. If you would like this information in a language other than English, please email Language.Access@hcs.oregon.gov.