- (a) facts or proposed operations as set forth in the prospectus and organization documents;
- (b) the absence of future changes in applicable laws;
- (c) compliance with certain procedures such as the execution and delivery of certain documents and the filing of a certificate of limited partnership or an amended certificate; and
- (d) the continued maintenance of or compliance with certain financial, ownership or other requirements by the sponsor or general partner. The Commissioner may request from counsel as supplemental information such supporting legal memoranda and an analysis as he shall deem appropriate under the circumstances. To the extent the opinion of counsel or IRS ruling is based on the maintenance of or compliance with certain requirements or conditions by the sponsor or general partner, the prospectus shall contain representations that such requirements or conditions will be met and the partnership agreement shall, to the extent practicable, contain provisions requiring such compliance. There shall be included also an opinion of counsel to the effect that the units being offered will be duly authorized or created and validly issued interests in the program, and that the liability of the participants will be limited to their respective capital contributions, except as set forth in the prospectus.
The application for qualification shall contain a favorable ruling from the IRS or an opinion of counsel to the effect that the program will be taxed as a “partnership” and not as an “association taxable as a corporation” for Federal and State income tax purposes. An opinion of counsel shall be in form satisfactory to the Commissioner and shall be unqualified except to the extent permitted by the Commissioner. However, an opinion of counsel may be based on reasonable assumptions, such as:
Note: Authority cited: Section 25610, Corporations Code. Reference: Section 25140, Corporations Code.
History
1. Editorial correction adding Note filed 11-8-82 (Register 82, No. 46).