§ 64.1. — 64.1. (Added by Stats. 2021, Ch. 424, Sec. 2.)

(a)
(1)
Notwithstanding paragraph (1) of subdivision (c) of Section 64, in the case of a legal entity that owns an active solar energy system pursuant to a partnership flip transaction, neither an initial transfer of a capital and profits interest in the legal entity, nor any subsequent change in the allocation of the capital and profits of the legal entity among the members, shall be deemed to constitute a transfer of control of, or of a majority interest in, the legal entity.
(2)
Paragraph (1) shall not apply to any real property owned by the legal entity other than the active solar energy system. Real property owned by the legal entity, other
than the active solar energy system, shall be deemed to undergo a change in ownership to the extent otherwise provided under subdivision (c) of Section
64.
(3)
Paragraph (1) shall not apply to more than one partnership flip transaction with respect to any portion of an active solar energy system.
(b)
For purposes of this section, all of the following definitions apply:
(1)
“Active solar energy system” has the same meaning as defined in Section 73.
(2)
“Initial transfer” means a transfer or series of transfers of an interest in a partnership or limited liability company used to own the active solar energy system and that commence prior to the date that the active solar energy system is placed in service for federal income tax purposes.
(3)
“Partnership flip transaction” means a financing arrangement that meets all of the following requirements:
(A)
A developer of an active solar energy system and one or more unrelated parties enter into the financing arrangement.
(B)
As part of the initial transfer, the unrelated party or parties agree to provide a capital contribution, or a series of contributions, to a partnership or limited liability company in exchange for, on a cumulative basis, an interest in a majority of the tax attributes, such as federal tax credits, depreciation, and a majority of either, or both, the capital and profits of the entity.
(C)
The unrelated party or parties receive the tax attributes until the party or parties achieve a
preestablished yield or until after a preestablished period of time, at which time the tax attributes are reduced, and the developer obtains a majority of both the capital and profit interests of the partnership or limited liability company.
(c)
If the parties to a partnership flip transaction sell or exchange ownership of the partnership or limited liability company in a transaction or series of transactions, that are separate and apart from the partnership flip transaction conducted pursuant to this section, in such a manner that a change in ownership of the partnership or limited liability company
occurs under paragraph (1) of subdivision (c) of Section 64, then paragraph (1) of subdivision (a) shall not apply to that transaction or transactions.
(d)
Nothing in this section shall be construed to exclude from a change in ownership any other transfer or change in the allocation in the interest in profits and losses, or the ownership interests, in an active solar energy system that is not a partnership flip transaction.

Legislative History

Added by Stats. 2021, Ch. 424, Sec. 2. (SB 267) Effective September 30, 2021.