PURPOSE: This rule prescribes standards for the registration of certificates of interest or participations in limited partnerships.

Editor’s Note: The secretary of state has determined that the publication of this rule in its entirety would be unduly cumbersome or expensive. The entire text of the material referenced has been filed with the secretary of state. This material may be found at the Office of the Secretary of State or at the headquarters of the agency and is available to any interested person at a cost established by state law.

1. (1) Certificates of interest or participations in limited partnerships shall conform to the following policies and the other policies and requirements as may be adopted or approved by the commissioner with respect to a specific security or transaction or types of plans or programs. The limited partnership agreement or other organizational instruments shall contain the policies and requirements, which also shall be disclosed fully in the prospectus of the offering:

   1. (A) Minimum investments shall be required as follows:

      1. 1. The minimum investment of initial

and subsequent investors in limited partnerships which have been determined by the commissioner to substantially comply with a North American Securities Administrator’s Association, Inc. (NASAA) guideline or statement of policy as provided in subsections (1)(M)—(Q) of this rule shall be the minimum provided for in that guideline or statement of policy. The minimum investment in all other limited partnerships shall be five thousand dollars ($5000), except that the minimum investment of an Individual Retirement Account/Keough plan shall be two thousand dollars ($2000);

1. 2. Reinvestments shall be made as fol-

lows:

1. A. Investments in subsequent partner-

ships of the same series in the same program year shall be made in minimum amounts of one thousand dollars ($1000);

1. B. Investments of dividends from

income revenues in the same program year shall be made in minimum amounts of fifty dollars ($50); and

1. C. Reinvestments in continuous offer-

ings in subsequent program years will be permitted where all offers are made by prospectus and where the investor annually signs a new agreement to reinvest; and

1. 3. The minimum investment shall be

payable within one (1) year unless a longer period is approved by the commissioner. If a longer period is approved, full disclosure shall be made of consequences to the investor upon failure to continue payments;

1. (B) The minimum suitability standards for purchasers of limited partnership interests shall be not less than a minimum annual income from whatever source of thirty thousand dollars ($30,000) and a net worth at least equal to thirty thousand dollars ($30,000), exclusive of home, furnishings and automobiles, or a net worth of seventyfive thousand dollars ($75,000), exclusive of home, furnishings and automobiles;
2. (C) The life of the limited partnership shall be reasonable and fully disclosed;
3. (D) The duration of the offering period shall be specified;
4. (E) The proceeds of the sales shall be escrowed during the offering period. If the minimum total investment needed for the limited partnership reasonably to begin its program is not received during the offering period, the proceeds of the sales shall be repaid to the investors with pro rata interest, if any, from the escrowed funds;
5. (F) The total amount of consideration of all kinds which may be paid, directly or indirectly, to the sponsor or its affiliates shall be reasonable, considering all of the aspects of the program and the investors;
6. (G) The limited partnerships shall obtain a favorable tax ruling concerning the tax status of the partnership before commencing operations. An opinion of independent tax counsel may be accepted by the commissioner in lieu of a tax ruling. Any projection of earnings, tax write-offs and returns shall be reasonable and fully disclosed;
7. (H) The limited partners owning ten percent (10%) of the limited partnership capital shall have the right to propose for vote any amendment of the limited partnership agreement, any dismissal of the general partner and the termination of the life of the partnership. A majority of the limited partnership interests shall be required to carry any such proposal;
8. (I) Any limited partner shall have the right to secure by written request to the general partner a list of the names, addresses and related interest holdings of all other limited partners;
9. (J) Any contract between the partnership and the general partner or affiliates of the general partner shall be subject to termination by majority vote or consent of the limited partners following sixty (60) days’ prior notice of termination to the limited partners;
10. (K) The general partner shall not withdraw from the partnership without sixty (60) days’ prior notice of withdrawal to the limited partners;
11. (L) A majority of the limited partnership interests shall approve any transfer of the general partner’s interest;
12. (M) Real estate syndications in the form of limited partnerships or similar organizational forms shall substantially comply, as determined by the commissioner by order or otherwise, with the NASAA Statement of Policy Regarding Real Estate Programs, effective October 24, 1991;
13. (N) Oil and gas programs in the form of limited partnership interests or similar organizational forms shall substantially comply, as determined by the commissioner by order or otherwise, with the NASAA Statement of Policy for the Registration of Oil and Gas Programs as adopted October 24, 1991;
14. (O) Publicly-offered cattle-feeding programs in the form of limited partnerships or similar organizational forms shall substantially comply, as determined by the commissioner by order or otherwise, with the NASAA Guidelines for Registration of Publicly- Offered Cattle-Feeding Programs as adopted September 17, 1980;
15. (P) Commodity pools in the form of limited partnerships or similar organizational forms shall substantially comply, as determined by the commissioner by order or otherwise, with the NASAA Statement of Policy for the Registration of Commodity Pool Programs as adopted August 30, 1990;
16. (Q) Equipment programs in the form of limited partnerships or similar organizational forms shall substantially comply, as determined by the commissioner by order or otherwise, with the NASAA Statement of Policy for Equipment Programs as adopted November 20, 1986, amended October 24, 1991; and
17. (R) A partnership filing which is part of a series previously registered in Missouri shall 15 CSR 30-52

include an affidavit stating the substantive change from the prior partnership and that any changes required by the Missouri Securities Division in previous filings are included in this offering, a marked copy of the prospectus showing the changes from the previous filing and appropriate fees. This filing shall be reviewed only as to the substantive changes from previously registered offerings or items they were notified or after clearance.

AUTHORITY: sections 409.306 and 409.413(a), RSMo (1986).* Original rule filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amended: Filed Dec. 19, 1975, effective Dec. 31, 1975. Amended: Filed Aug. 11, 1978, effective Feb. 11, 1979. Amended: Filed Aug. 1, 1984, effective Nov. 11, 1984. Amended: Filed June 2, 1986, effective Oct. 27, 1986. Amended: Filed Oct. 15, 1987, effective Jan. 29, 1988. Amended: Filed March 27, 1989, effective June 12, 1989. Amended: Filed April 14, 1992, effective Jan. 15, 1993. *Original authority: 409.306, RSMo (1967), amended 1977 and 409.413(a), RSMo (1967).