Ownership Transfer

Welcome to MaineHousing's Ownership Transfer Page

Background

Effective as of March 25, 2014, MaineHousing adopted a new Transfers of Ownership Interests Rule  (the "Rule") and implemented a simpler, more streamlined process for requesting MaineHousing’s consent to an ownership transfer and for MaineHousing’s review of the request.

The Rule applies to changes of Ownership Interests in multifamily and supportive housing projects for which MaineHousing has provided financing and holds a mortgage (a "Project") at the time of the proposed ownership change. 

A change in an Ownership Interest can include any of the following:

1. An outright transfer of the MaineHousing-financed Project to a new owner, whether or not the new owner is an Affiliate of the current Owner and whether or not any payment is involved, along with the assumption by the new owner of the existing MaineHousing mortgage loan obligations; or
2. A significant change within a business entity that continues to own the Project, for example, changing the general partner of a limited partnership that owns the Project, or changing a Controlling Interest within that general partner.

Please see the Definitions  of capitalized terms used here and in the Applications linked in the table below. 

MaineHousing Consent

MaineHousing must give its prior written consent to the Transfer of an Ownership Interest in a MaineHousing Project, except for the following types of Transfers:

1. A limited partner’s Transfer of its limited partner interest to its Affiliate, regardless of the Ownership Interest percentage held by the transferring limited partner, provided that the limited partnership or the limited partner gives prior written notice of the Transfer and provides evidence of the Transfer, including any amendment to the limited partnership agreement, to MaineHousing; or
2. a Transfer of a Controlling Interest in a limited partner or Investor Limited Partner that continues to hold a limited partner interest in the Project; or
3. a Transfer of a Controlling Interest in an Investor Member that continues to hold a member interest in a LIHTC Project.

MaineHousing’s consent is required for all other Transfers of Ownership Interests.  In determining whether to consent to a Transfer, MaineHousing will be guided by the Criteria for Consent to an Application for Transfer  in the Rule to the extent applicable to the specific Transfer.

Application Forms

To request MaineHousing’s consent, applicants must use the Application indicated in the table below.  A separate Application must be completed for each MaineHousing Project for which a Transfer is requested.  Please also consult the Definitions .  

Type of Transfer	Application
LIHTC Investor Buyout Transaction	Application for Transfer involving a Change in Limited Partner(s) or a LIHTC Investor Buyout Transaction
Transfer by a limited partner with a 51% or more limited partner interest in the limited partnership Owner of a Project to one or more non-Affiliates (or lower percent if HUD requires)	Application for Transfer involving a Change in Limited Partner(s) or a LIHTC Investor Buyout Transaction
Transfer by limited partners with aggregate 51% or more of limited partner interests in the limited partnership Owner of a Project to one or more non-Affiliates (or lower percent if HUD requires)	Application for Transfer involving a Change in Limited Partner(s) or a LIHTC Investor Buyout Transaction
All other Transfers of an Ownership Interest, whether or not the MaineHousing Project is being transferred to a new owner	Part I  of Application for Transfer of Ownership Interest
Transfer of the MaineHousing Project to a new owner	Part I  and Part II  of Application for Transfer of Ownership Interest

 

For Transfers that involve Additional Circumstances , MaineHousing reserves the right to request additional information to fully evaluate the Transfer request, including information from third parties.

If you have questions as you prepare your Application, please e-mail your questions to MaineHousing’s Ownership Transfer mailbox 

Uploading and submitting your Application and any supporting documents is simple.  Just click on the following secure link:  Upload and submit your Application .

Application and Processing Fees

MaineHousing requires an Application fee of $500 for each Application.  A separate Application must be completed for each MaineHousing Project for which a Transfer is requested.  A Project involving more than one type of Transfer requires only one $500 Application fee.  PLEASE NOTE:  Your Application is not considered complete until the Application fee is received by MaineHousing.

Your Application fee must be in the form of a check made payable to Maine State Housing Authority and mailed to the following address:

Maine State Housing Authority
ATTN: Ownership Transfer
26 Edison Drive
Augusta, Maine 04330

For Transfers using Part I or Parts I and II of the Application:  If MaineHousing consents to the Transfer, a $500 processing fee will be due at closing.  Additional processing fees may apply if a Transfer involves Additional Circumstances , or the conveyance of a Project to a new owner that is not an existing MaineHousing borrower or an Affiliate of an existing MaineHousing borrower or a LIHTC Project Sponsor or its Affiliate.

For Transfers involving a change in limited partner(s) or a LIHTC Investor Buyout Transaction:   Only the $500 Application fee is required.  There is no separate processing fee.

Timing of MaineHousing Consent

MaineHousing strives to complete its review of each Application in a timely way to allow the Owner to meet its business objectives in accomplishing the intended Transfer. 

From the date we receive a properly completed and signed Application and a $500 Application fee, we will make every effort to meet the following estimated times for providing a decision on the Application.  PLEASE NOTE:  The time estimates noted below do not apply to any Transfer involving Additional Circumstances . 

Type of Transfer	Estimated Time for Decision
LIHTC Investor Buyout Transaction	10 business days
Transfer by one or more limited partners to one or more non-Affiliates	10 business days
Transfer of Project to existing MaineHousing borrower or its Affiliate, or to a LIHTC Project Sponsor or its Affiliate	10 business days
Transfer of Project to new owner (not an existing MaineHousing borrower or Affiliate, or LIHTC Project Sponsor or its Affiliate)	20 business days
Any of the changes to a Project Owner’s business structure described in Section 9.C of Part I  of the Application for Transfer of Ownership Interest or any other Transfer falling under Section 9.D of Part I	20 business days, depending on complexity of change and prior experience with MaineHousing

Projects with HAP Contracts

Applicants for a Transfer involving a HUD multifamily Project are responsible for obtaining all required HUD approvals, including but not limited to a Previous Participation Certification on HUD Form 2530 and assignment of the Project’s housing assistance payments (HAP) contract.  MaineHousing requires that proof of all necessary HUD approvals be submitted prior to the closing of the Transfer.  Applicants are advised to allow sufficient time to obtain HUD approvals.

For LIHTC Projects with an existing HUD HAP contract, please consult HUD’s Memorandum – Previous Participation Certificate (PPC) Operating Procedures – Limited Liability Corporate Investor .  In such cases, MaineHousing will require written evidence of all required HUD approvals prior to the closing of the Transfer.

MaineHousing’s Nondiscrimination Policy

MaineHousing does not discriminate on the basis of race, color, religion, sex, sexual orientation, national origin, ancestry, physical or mental disability, age, familial status or receipt of public assistance in the admission or access to or treatment in its programs and activities.  In employment, MaineHousing does not discriminate on the basis of race, color, religion, sex, sexual orientation, national origin, ancestry, age, physical or mental disability or genetic information.  MaineHousing will provide appropriate communication auxiliary aids and services upon sufficient notice.  MaineHousing will also provide this document in alternative formats upon sufficient notice. MaineHousing has designated the following person responsible for coordinating compliance with applicable federal and state nondiscrimination requirements and addressing grievances: Louise Patenaude, Maine State Housing Authority, 353 Water Street, Augusta, Maine 04330-4633, Telephone Number 1-800-452-4668 (voice in state only), (207) 626-4600 (voice) or Maine Relay 711.