Welcome to the State Board of Equalization

Legal Entity Ownership Program (LEOP) – Frequently Asked Questions

  1. What is a Change in Ownership (involving legal entities)?
  2. What is a Change in Control of a legal entity?
  3. What property is subject to reassessment if a change in control or change in ownership has occurred?
  4. Once a change in control or a change in ownership has occurred, does this cause an automatic reassessment of the California real property owned by the acquired legal entity?
  5. What is the form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities?
  6. Why did I receive the form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities?
  7. Under what circumstance must form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities, be completed?
  8. What is the filing period if there is insufficient information to determine if a change in control or ownership has occurred due to the death of an interest holder?
  9. Who is responsible for filing form BOE-100-B?
  10. Who should sign form BOE-100-B?
  11. What happens if I do not complete and file form BOE-100-B after written request by the Board?
  12. Am I required to file form BOE-100-B if there has not been a change in control or change in ownership?
  13. Do I still need to file form BOE-100-B if the legal entity has been dissolved?
  14. If the legal entity is not located in California, do I still need to file form BOE-100-B?
  15. If the acquired legal entity did not own or lease real property in California on the date of acquisition, am I still required to file form BOE-100-B?
  16. If the legal entity underwent a non-taxable reorganization, would the legal entity be required to file form BOE-100-B?
  17. Am I required to file form BOE-100-B if an exclusion from reassessment is applicable to the transfer (change in control or change in ownership)?
  18. I have already filed form BOE-100-B for this legal entity. Why did I receive another form and do I need to complete this form, as well?
  1. What is a Change in Ownership (involving legal entities)?

    In general, there are two types of transfers involving legal entities that result in a change in ownership of California real property owned by the legal entity. One type of transfer is the transfer of interest in real property to and by a legal entity. The second type of transfer is the transfer of ownership interest in a legal entity that owns real property.

    Transfer of Interest in Real Property:
    This involves a transfer of an interest in real property between a corporation, partnership, LLC, or other entity and a shareholder, partner, or any other person (including another entity) that results in a change in ownership of the real property transferred.

    Note: This type of transfer should be reported to the local county assessors' office where the real property is located, not with the Board of Equalization.

    Transfer of Ownership Interest in Legal Entities:
    The second type of involves a transfer of ownership interest in legal entities that own real property. A change in ownership of the real property owned by the legal entity occurs upon either of the two transfer events described below.

    (1) If a person or legal entity acquires more than 50 percent of the ownership interest in a legal entity, there is a change in ownership of the real property owned by the acquired legal entity. This type of transfer is referred to as a change in control.

    (2) A transfer of ownership interest in a legal entity that results in a cumulative transfer of more than 50 percent of original co-owner interests* in that entity is a change in ownership of the real property owned by the entity. This type of transfer is referred to as a change in ownership.

    Note: A transfer of ownership interest in a legal entity that results in a change in control or change in ownership must be reported to the Board of Equalization on form, BOE-100-B

    For more information on filing requirements, refer to Filing Requirements and Penalty Provisions.

    Further information and examples of transfers of ownership interests and the definition of co-owner interests is discussed under Definition of Change in Ownership.

    Additionally, further discussion regarding applicable exclusions from reassessment may be found under Exclusions from Reassessment.

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  1. What is a Change in Control of a legal entity?

    A change in control occurs when a person or entity obtains more than 50 percent of the ownership interest in the legal entity; ownership interest is represented by voting stock for corporations, capital and profits for partnerships and limited liability companies. A transfer of ownership interest in a legal entity that results in a change in control of that entity is a change in ownership of the California real property owned by the entity as of the date of the change in control.  (See Revenue and Taxation Code section 64(c).) Control may be obtained directly or indirectly.

    Direct Control:  A person or entity obtains direct control of an entity when it acquires more than 50 percent of the voting stock of a corporation, when it acquires a majority (more than 50%) ownership interest in any partnership or LLC capital and profits, or when it acquires more than 50 percent of the total ownership interest in any other entity.

    Indirect Control: A person or entity may obtain indirect control of an entity by acquiring direct control of another entity that, in turn, directly or indirectly controls another entity.

    Further information and examples of direct control, indirect control, and mergers is discussed under Definition of Change in Control.

    Although a transfer may be deemed a change in control or change in ownership, it may qualify for one of the exclusions from reassessment.

  1. What property is subject to reassessment if a change in control or change in ownership has occurred?

    The property that will be subject to reassessment is "Interest in Real Property" located in California that is owned or held under lease (under certain circumstances) by the acquired legal entity and any of its subsidiaries, as of the date of the change in control. However, if a legal entity has undergone a change in ownership, the interest in real property is only the property previously excluded from reassessment under section 62(a)(2).  It includes all real property (e.g. land, buildings, structures, fixtures) owned and real property that is leased by the acquired entity from a government entity (i.e. city, state, or federal agency) for any term or real property leased from a private owner under a long term lease with a remaining term of 35 years or more.

    Further information and examples of real property is discussed under Definition of Interest in Real Property.

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  1. Once a change in control or a change in ownership has occurred, does this cause an automatic reassessment of the California real property owned by the acquired legal entity?

    No.  Although the transfer may be deemed a change in control or change in ownership, it may qualify for one of the exclusions from reassessment for legal entity transfers. The law provides for several exclusions; specific information on exclusions is available through the LEOP information page in the section on Exclusions from Reassessment.

  1. What is the form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities?

    Form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities, is utilized by the Board of Equalization to obtain information to determine whether a transfer of interest in a legal entity has triggered a change in control or ownership that results in the reassessment of the California real property owned by the entity, and whether an exclusion from change in ownership applies.

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  1. Why did I receive the form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities?

    The Board obtained information indicating that the legal entity may have undergone a change in control or ownership. It may have been based on information reported on the Franchise Tax Board (FTB) income tax return for the entity (i.e., if you answered "yes" to any one of the three tax return questions, the Board sends form BOE-100-B.)  For more information on the Board's discovery of potential changes in control or ownership, as well as FTB tax return questions, see discussion on Discovery Methods.

  1. Under what circumstance must form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities, be completed?

    There are two circumstances that require the filing of a form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities.

    1. Whenever there is a change in control or change in ownership  of a legal entity and the  legal entity owned an interest in California real property as of that date, the person or legal entity acquiring ownership control or the legal entity that has undergone a change in ownership must file a statement with the Board. (See Revenue and Taxation Code sections 480.1 and 480.2.)
    2. When an entity is requested by the Board to file regardless of whether or not a change in control or ownership of the legal entity has occurred or whether the legal entity owned an interest in real property.

    Failure to file in either circumstance noted above will result in application of penalty pursuant to section 482(b).  The filing of a Change in Ownership Statement or a Statement of Change in Control and Ownership of Legal Entities with the county assessor does not satisfy the filing requirement.

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  1. What is the filing period if there is insufficient information to determine if a change in control or ownership has occurred due to the death of an interest holder?

    In general, the date of death is deemed to be the date of the change in control or ownership (See Property Tax Rule 462.260). link to Thus, a legal entity must file form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities, within 90 days of the change in control or change in ownership. In situations where there is insufficient information to determine whether an entity has undergone a change in control or change in ownership as of the date of death, (e.g., final distribution of the legal entity interests has not been determined) the filing of a form BOE-100-B must be made within 90 days of the date of death containing as much information as the parties have available to them. An amended form BOE-100-B must be filed within 90 days after the reporting entity or individual obtains information confirming the final distribution of the legal entity interests resulting in a change in control or change in ownership of the entity in order to avoid the imposition of the penalty.

    For more information on filing requirements, refer to Filing Requirements and Penalty Provisions.

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  1. Who is responsible for filing form BOE-100-B?

    The acquiring person or legal entity is required to file form BOE-100-B within 90 days of the change in control or the legal entity that has undergone a change in ownership must file. However, any person or legal entity that receives a form BOE-100-B must complete and file the BOE-100-B with the Board.  Note: If a written request to file is made by the Board, form BOE-100-B must be filed within 90 days, regardless of whether a change in control or ownership of the legal entity has occurred.  (See Revenue and Taxation Code sections 480.1 and 480.2.)

  1. Who should sign form BOE-100-B?

    For corporations: The form must be signed by either an officer of the corporation or an employee or agent who has been designated in writing by the board of directors to sign such statements on behalf of the corporation. If the corporation has been dissolved, anyone who was qualified to sign during the time period in question may sign the BOE-100-B on behalf of the corporation.

    For partnerships, limited liability companies, or other legal entities: The form must be signed by an officer, partner, manager, or an employee or agent who has been designated in writing by the partnership, limited liability company, or legal entity.

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  1. What happens if I do not complete and file form BOE-100-B after written request by the Board?

    The failure to file the BOE-100-B within 90 days of the Board's written request results in application of a penalty, whether or not a change in control or change in ownership of the legal entity occurs.

    The penalty is 10 percent of the real property taxes based on the new assessment if a change in control or change in ownership occurred, or 10 percent of the current year's property taxes if no change in control or change in ownership occurred. With respect to the penalty where no change occurred, it is calculated based upon the current year's (July 1 to June 30) taxes in which the 90-day period under section 482 expired.

    For more information on filing requirements and applicable penalties, see discussion on Filing Requirements and Penalty Provisions.

  1. Am I required to file form BOE-100-B if there has not been a change in control or change in ownership?

    Any person or legal entity in receipt of a Board requested form BOE-100-B must complete and file the form with the Board within 90 days, regardless of whether or not a change in control or change in ownership of the legal entity occurred. For more information on filing requirements, see discussion on Filing Requirements and Penalty Provisions

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  1. Do I still need to file form BOE-100-B if the legal entity has been dissolved?

    Yes.  Although the legal entity has since been dissolved, the legal entity is required by law to complete and file form BOE-100-B upon the Board's request.  The legal entity may have dissolved after the time period in question on the form.

  1. If the legal entity is not located in California, do I still need to file form BOE-100-B?

    Yes.  Although the legal entity may be located outside California, the law requires any person or legal entity to complete and file form BOE-100-B upon the Board's request. If there has been a change in control or change in ownership, the acquired entity's real property in California may be subject to reassessment, regardless of whether the legal entity filing the form is located in California or not.

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  1. If the acquired legal entity did not own or lease real property in California on the date of acquisition, am I still required to file form BOE-100-B?

    Yes.  Although the acquired legal entity or any of its subsidiaries did not own or lease real property in California, you must still file form BOE-100-B upon the Board's request.  Refer to the definition of Interest in Real Property to ensure proper reporting.

  1. If the legal entity underwent a non-taxable reorganization, would the legal entity be required to file form BOE-100-B?

    Yes.  Although the legal entity underwent a nontaxable reorganization that may be excluded from change in ownership by law, the entity must still complete and file form BOE-100-B.  The filer would include information about the non-taxable reorganization at that time. (See Revenue and Taxation Code section 64(b).) For further information on exclusions, see discussion on Exclusions from Reassessment.

  1. Am I required to file form BOE-100-B if an exclusion from reassessment is applicable to the transfer (change in control or change in ownership)?

    A legal entity must form BOE-100-B, Statement of Change in Control and Ownership of Legal Entities, within 90 days of the change in control or change in ownership regardless of whether or not an exclusion from reassessment is applicable.

    For more information on filing requirements, refer to Filing Requirements and Penalty Provisions. Additionally, further discussion regarding applicable exclusions from reassessment may be found under Exclusions from Reassessment.

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  1. I have already filed form BOE-100-B for this legal entity. Why did I receive another form and do I need to complete this form, as well?

    Yes.  If you are in receipt of another request to file form BOE-100-B for an entity you have already filed for, there are several reasons why this could have occurred.  For example, it may be for a different time period; questions 1, 2 and 3 of the first page of the form identifies the period from which information is requested. However, regardless of the reason, you are required to complete and return the requested information. If you believe this is a duplicate request, you may include a copy of the prior filing along with a letter explaining the situation and the signed and dated Board requested BOE-100-B form referencing the prior filing.