RUPCO did not only "fail to register" a name that they wanted to use in the future. RUPCO actually did USE the name as early as 2005, and received the promise of federal funds, through a state agency, based on an application that clearly USES the Woodstock Commons Limited Partnership name. This application letter USES the name, not only in a request, but as one party to a covenant, which is a legal term for a promise. You cannot have a nonexistent entity make a promise. And, you cannot promise on behalf of an entity that does not exist, and has no guarantee of existing. And, when the entity does exist, the people who sign up to be members of that entity will rightly be pretty disturbed to find out that promises have been made on their behalf before their entity actually existed legally, and that it had been used at all before it existed legally.
That's what was so suspect about this, Judy and friends. That's what smelled so rotten. That's why I reported RUPCO. It was the calculating aspect of this non-registered name. And it was the utter nonsensical omission of simply filing and reserving the name that made no sense at all. If RUPCO ever checked to see whether the name was available, which they must have, since if it did exist already they would be guilty of using somebody else's name, and they can't have been THAT stupid, then they would have known that availability of a name means that there is a registration process.
I am not a lawyer, and I have a very simple business, yet I know that one cannot use a corporate name that requires payment for reservation or use without paying for and reserving the name, at the very least. And then, still, the name cannot be used in a legal covenant until the entity is formed and the members are aware of promises made on their behalf.
Judy and friends: you really need to do a lot more research before calling me a liar. Please try not to do it again.
Thank you Robin for your innumerable hours,
ReplyDeleteThank you for your research,
your reading, thinking, counting, sorting, analyzing, organizing, preparing, clarifying,
Thank you for your endless patience to repeat always with an immense calm and accuracy the facts
Thank you for taking time in your life for doing all this work that we don't do and should be doing.
Thank you for being an extraordinary, unique, big-hearted, rigorous conscience.
We are so lucky to have you.
Lucie A. Cragin
Ditto!!1
ReplyDeletePhyllis
This is all so confusing. If I understand this, your entire point is that RUPCO "failed" to form a partnership entity that they proposed to form. Even the letter you show above is signed by Kevin O'Connor "by Rural Ulster Preservation Company." When he signed that letter in February 2005 Woodstock Commons Limited Partnership wasn't "somebody elses name." In fact, it was no ones name. So what?
ReplyDeleteI still do not understand your point: if this was an intentional deception on O'Connor's part, what was the purpose and how did the deception benefit RUPCO?
Now that I think about it, by registering the name Woodstock Commons Limited Partnership havent you intentionally created needless confusion, and in effect stolen from RUPCO the use of a partnership name for which you have no purpose? Maybe I missed something. Is it your intention to create affordable housing in Woodstock, or is it your intention to deceive state agencies and funding sources? Have you consulted an attorney?
First, RUPCO represented itself as the fiduciary to Woodstock Commons Limited Partnership when in fact, the latter did not exist. That means that the covenant that RUPCO's Kevin O'Connor wrote in that letter is meaningless. That's the point. If you do not understand that, if that makes you more confused, I'm sorry, but that is the key.
ReplyDeleteSecond, no, I did not "steal" the LP name from RUPCO. RUPCO never had the right to use the name. I did because I paid for the right to use the name. It's that simple.
Third, I did not deceive any state agency or funding source. I do not even know which state agency you have in mind. I did not deceive the Division of Corporations. I did not deceive the Division of Housing either. In fact, I have never had contact with the Division of Housing. My partner and I are not pretending that we are affiliated with RUPCO in any way.
Whoever you are, you really do seem to be quite confused. I'm sorry about that, but I do not have time to explain everything to you.
I will point out, however, your tendency to blame me and accuse me of doing wrong in situations that you yourself admit confuse you. If you are so confused, why is it that you think I did wrong? What this tendency reveals to me is your BIAS against me. You have characterized my actions, ones that you admittedly do not understand, as negative because their effect does not support the final result you desire.
Because of your clear bias, there is no point in my continuing to address your "questions." They are loaded questions, designed only to make anything I answer the wrong answer. I have no time for that game.
For tax purposes, a limited partnership works like a general partnership, in that it is a pass-through operation with profits passing through to the partners, who then include their allocated income on their personal tax returns. Limited partnerships are often formed to acquire, operate, and hold real estate.
ReplyDeleteAdvantages of a Limited Partnership:
It is easier to attract investors as limited partners. This arrangement allows for general partners to use their expertise, make key decisions, and manage the business.
Limited partners can leave the business or be replaced, without the need for the limited partnership to be dissolved.
Disadvantages of a Limited Partnership:
There are more filings, formalities, and state requirements with limited partnerships.
General partners assume personal liability.
An interesting aspect of the limited partnership is that partners are able to allocate profits, losses, and gains as they see fit, regardless of the equity interest of a specific partner; subject to compliance with tax laws. This, too, can be attractive to prospective investors.
What are the profits, losses, and gains of your Woodstock Commons LP?
You sound like the same anonymous who wanted me to "convince you" that I am not unemployed and to tell you where I am during the work day.
ReplyDeleteFat chance. Likewise this time. Why is it any of your business, let alone the fact that this is a public blog, what my business is, what I spend, or what I make?
It's not your business. As I have explained before, this blog is about RUPCO and its project, not about my life, not about my home, and not about my work.
So, here it is: next time you or any other "anonymous" coward puts his or her nose into my private business, asking questions that have nothing to do with the subject of this blog, I will simply cite Blog Post 68, Comment 6, and you can look up this paragraph and see that my private business is just that: private.
Robin,
ReplyDeleteI was looking around to learn about these so-called partnerships, and found this article at http://en.wikipedia.org/wiki/Low-Income_Housing_Tax_Credit.
Low Income Housing Tax Credit: How it works
"The LIHTC provides funding for the development costs of low-income housing by allowing a taxpayer (usually the partners of a partnership that owns the housing) to take a federal tax credit equal to a large percentage of the cost incurred for development of the low-income units in a rental housing project. Development capital is raised by "syndicating" the credit to an investor or, more commonly, a group of investors. To take advantage of the LIHTC, a developer will typically propose a project to a state agency, seek and win a competitive allocation of tax credits, complete the project, certify its cost, and rent-up the project to low income tenants. Simultaneously, an investor will be found that will make a "capital contribution" to the partnership or limited liability company that owns the project in exchange for being "allocated" the entity's LIHTCs over a ten year period. The amount of the credit will be based on (i) the amount of credits awarded to the project in the competition, (ii) the actual cost of the project, (iii) the tax credit rate announced by the IRS, and (iv) the percentage of the project's units that are rented to low income tenants. Failure to comply with the applicable rules, or a sale of the project or an ownership interest before the end of at least a 15-year period, can lead to recapture of credits previously taken, as well as the inability to take future credits."
Robin, what does this all mean?
Also: Syndication & Partnership
ReplyDelete"A tax credit, or equity, syndicator connects private investors seeking a strong return on investments with developers seeking cash for a qualified LIHTC project. Enterprise Community Partners and LISC are the largest of these syndicators. As mentioned above, the 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. The developer serves as the general partner/managing member, and receives a majority of the cash flow (either through the payment of fees, or through distributions). The funds generated through the syndication vary from market to market and year-to-year. Although 85-95¢ for each total dollar of tax credits was common in the first several years of the 21st century, recent turmoil in the financial markets has reduced some of the demand for tax breaks, meaning that investors are paying somewhat less, as of early 2008. So, for example, $10,000 credits annually for the next 10 years would be $100,000 total, and a developer could probably raise $75,000-$85,000 through syndication, which is less than could have been raised for the few years prior to 2008. Further, due to the fact that depreciation on the buildings owned by the partnership is also tax deductible, and that depreciation is allocated 99.99% to the investor, investors may pay still more for the total tax benefits. (Indeed, when the credit alone was selling for 95 cents per dollar of credit, there were some cases where investors actually paid slightly more than a dollar for a dollars worth of tax credits plus other tax benefits.)”
“An investor will typically stay in the partnership for at least the compliance period, because a reduction in its interest can also result in recapture of the credits. An investor wishing to exit the partnership before the end of the compliance period may post a surety bond to avoid credit recapture. There is a table about the LIHTC Partnership Structure table summarizes the relationship between the developer and outside investors meant to demonstrate the concept of partnerships for such projects and is not to be taken as literal guidelines for developing a LIHTC project."
Robin, this is complicated! Can you make sense of this?