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2805 General Partner, Where Registrant is a Limited Partnership
us SEC - Financial Reporting Manual
(Last updated: 3/31/2010)
Historically, in certain situations the structure and relationship between the general partner and limited partnership resulted in the staff requesting under S-X 3-13 a balance sheet of the general partner to be filed. SAB Topic 12.A.3.d, which indicated that the staff required that a registration statement relating to an offering of limited partnership interests include the most recent year-end balance sheet of the general partner, was removed by SAB 113, Interpretations of Accounting Rules on Oil and Gas Producing Activities. The following is a summary of the staff's views with respect to providing a balance sheet of the general partner.
Smaller Reporting Companies:
S-X 8-07 requires the balance sheet of the general partner under certain circumstances. SAB 113 did not change S-X 8-07. Registrants should comply with this rule or, if they believe that there is a basis, request relief in writing from CF-OCA.
Registrants other than Smaller Reporting Companies:
a. Oil and gas companies can rely on SAB 113 and do not need to request the staff's concurrence to exclude the balance sheet of the general partner; and
b. Likewise, non-oil and gas companies do not need to request the staff's concurrence to exclude the balance sheet of the general partner. However, there can be situations in which the relationship between the limited partnership and the general partner can be relevant to an investor. In these situations, the staff believes there needs to be clear disclosure about this relationship. For example, registrants should disclose the following about the general partner relationship:
- Any material transactions with the general partner, such as a substantial receivable from or payable to a general partner, or any affiliate of the general partner. Disclose the pertinent terms of any material transactions.
- When there is a commitment, intent or reasonable possibility that the general partner(s) will fund cash flow deficits or provide other direct or indirect financial assistance to the registrant. Describe the nature and extent of the any funding or financial support arrangement.
- When an affiliate of the general partner has committed itself to increase or maintain the general partner's capital, if the commitment could reasonably be expected to impact the registrant. For example, disclose when an affiliate has committed to maintain the general partner's capital when there is a commitment, intent or reasonable possibility that the general partner will provide financial support to the registrant. Describe the nature and extent of the affiliate's commitment to the general partner.
This is a work of the U.S. Government
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