# ASC 810-958-25: Consolidation — Not-for-Profit Entities — 25 Recognition

Source: FASB Accounting Standards Codification, Basic View

[Read online](https://asc.understandingaccounting.org/asc/810/958/#25-recognition)

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## ASC 810-958-25: 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/810/958/#25-recognition)

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##### [810-958-25-1](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-1)

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A relationship with another [not-for-profit entity](https://asc.understandingaccounting.org/glossary/n/#not-for-profit-entity "An entity that possesses the following characteristics, in varying degrees, that distinguish it from a business entity: Contributions of significant amounts of resources from resource providers who do not expect commensurate or proportionate pecuniary return Operating purposes other than to provide goods or services at a profit Absence of ownership interests like those of business entities. Entities that clearly fall outside this definition include the following: All investor-owned entities Entities that provide dividends, lower costs, or other economic benefits directly and proportionately to their owners, members, or participants, such as mutual insurance entities, credit unions, farm and rural electric cooperatives, and employee benefit plans.") (NFP) can take any one of the following forms, which determines the appropriate reporting:

1.  a
    
    A controlling financial interest through direct or indirect ownership of a majority voting interest or sole corporate membership in the other NFP (see the following paragraph)
    
2.  b
    
    [Subparagraph not used](https://asc.understandingaccounting.org/updates/page-1833002/).
    
3.  c
    
    [Control](https://asc.understandingaccounting.org/glossary/c/#control "The direct or indirect ability to determine the direction of management and policies through ownership, contract, or otherwise.") of a related but separate NFP through a majority voting interest in the board of that NFP by means other than ownership or sole corporate membership and an [economic interest](https://asc.understandingaccounting.org/glossary/e/#economic-interest "A not-for-profit entity's (NFP's) interest in another entity that exists if any of the following criteria are met: The other entity holds or utilizes significant resources that must be used for the purposes of the NFP, either directly or indirectly by producing income or providing services. The NFP is responsible for the liabilities of the other entity. See paragraph 958-810-55-6 for examples of economic interests.") in that other NFP (see paragraph [958-810-25-3](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-3))
    
4.  d
    
    An economic interest in the other NFP combined with control through means other than those listed in (a) through (c) (see paragraph [958-810-25-4](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-4))
    
5.  e
    
    Either an economic interest in the other NFP or control of the other NFP, but not both (see paragraph [958-810-25-5](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-5)).

#### Controlling Financial Interest via Majority Voting Interest or Sole Corporate Membership

##### [810-958-25-2](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-2)

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An NFP with a controlling financial interest in another NFP through direct or indirect ownership of a majority voting interest or sole corporate membership in that other NFP shall consolidate that other NFP, unless control does not rest with the majority owner or sole corporate member (for example, if the subsidiary is in legal reorganization or bankruptcy), in which case [consolidation](https://asc.understandingaccounting.org/glossary/c/#consolidation "The presentation of a single set of amounts for an entire reporting entity. Consolidation requires elimination of intra-entity transactions and balances.") is prohibited, as discussed in paragraph [810-10-15-10](https://asc.understandingaccounting.org/asc/810/10/#810-10-15-10). Sole corporate membership in an NFP, like ownership of a majority voting interest in a for-profit entity, shall be considered a controlling financial interest, unless control does not rest with the sole corporate member (for instance, if the other \[membership\] entity is in bankruptcy or if other legal or contractual limitations are so severe that control does not rest with the sole corporate member).

##### [810-958-25-2A](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-2A)

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In some situations, certain actions require approval by a supermajority vote of the board. Such voting requirements might overcome the presumption of control by the owner or holder of a majority voting interest. For related implementation guidance, see paragraph [958-810-55-4A](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-4A).

#### Majority Voting Interest in the Board

##### [810-958-25-3](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-3)

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In the case of control of a related but separate NFP through a majority voting interest in the board of the other NFP by means other than ownership or sole corporate membership and an economic interest in that other NFP, consolidation is required, unless control does not rest with the holder of the majority voting interest, in which case consolidation is prohibited. An NFP has a majority voting interest in the board of another entity if it has the direct or indirect ability to appoint individuals that together constitute a majority of the votes of the fully constituted board (that is, including any vacant board positions). Those individuals are not limited to the NFP's own board members, employees, or officers. For implementation guidance on a majority voting interest in the board of another entity, see paragraph [958-810-55-5](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-5).

#### Control by Other Means

##### [810-958-25-4](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-4)

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Control of a related but separate NFP in which the reporting entity has an economic interest may take forms other than majority ownership interest, sole corporate membership, or majority voting interest in the board of the other entity; for example, control may be through contract or affiliation agreement. In circumstances such as these, consolidation is permitted but not required. Consolidation is encouraged if both of the following criteria are met:

1.  a
    
    The reporting entity controls a separate NFP in which it has an economic interest and that control is not control through either of the following means:
    
    1.  1
        
        A controlling financial interest in the other NFP through direct or indirect ownership of a majority voting interest
        
    2.  2
        
        A majority voting interest in the board of the other NFP.
        
2.  b
    
    Consolidation would be meaningful.

#### Control or an Economic Interest, but Not Both

##### [810-958-25-5](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-5)

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The existence of control or an economic interest, but not both, precludes consolidation.

#### Less than a Complete Interest in the Subsidiary NFP

##### [810-958-25-6](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-6)

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An interest by an NFP in another NFP may be less than a complete interest. For example, an NFP may appoint 80 percent of the board of the other NFP. For NFPs other than those within the scope of Topic 954, if the conditions for consolidation in paragraphs [958-810-25-2](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-2), [958-810-25-3](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-3), or [958-810-25-4](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-4) are met, the basis of that consolidation would not reflect a [noncontrolling interest](https://asc.understandingaccounting.org/glossary/n/#noncontrolling-interest "The portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. A noncontrolling interest is sometimes called a minority interest.") for the portion of the board that the reporting entity does not control, because there is no ownership interest other than the interest of the reporting entity.

#### Revenue Sharing and Other Agreements

##### [810-958-25-7](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-7)

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Some NFPs may enter into agreements with other entities, such as sharing revenue, resulting in liabilities to those other entities. In such circumstances, those liabilities shall be reported. If NFPs agree to share revenue from fundraising campaigns, the appropriate accounting depends on the relationship between the NFPs. See Subtopic 958-20 for agreements in which an NFP agrees to raise or hold [contributions](https://asc.understandingaccounting.org/glossary/c/#contribution "An unconditional transfer of cash or other assets, as well as unconditional promises to give, to an entity or a reduction, settlement, or cancellation of its liabilities in a voluntary nonreciprocal transfer by another entity acting other than as an owner. Those characteristics distinguish contributions from:Exchange transactions, which are reciprocal transfers in which each party receives and sacrifices approximately commensurate valueInvestments by owners and distributions to owners, which are nonreciprocal transfers between an entity and its ownersOther nonreciprocal transfers, such as impositions of taxes or legal judgments, fines, and thefts, which are not voluntary transfers. In a contribution transaction, the resource provider often receives value indirectly by providing a societal benefit although that benefit is not considered to be of commensurate value. In an exchange transaction, the potential public benefits are secondary to the potential direct benefits to the resource provider. The term contribution revenue is used to apply to transactions that are part of the entity's ongoing major or central activities (revenues), or are peripheral or incidental to the entity (gains). See also Inherent Contribution and Conditional Contribution.") for a financially interrelated entity. See paragraph [958-605-25-24](https://asc.understandingaccounting.org/asc/605/958/#605-958-25-24) for agreements in which an NFP agrees to raise or hold contributions for another NFP as its [agent](https://asc.understandingaccounting.org/glossary/a/#agent "An entity that acts for and on behalf of another. Although the term agency has a legal definition, the term is used broadly to encompass not only legal agency, but also the relationships described in Topic 958. A recipient entity acts as an agent for and on behalf of a donor if it receives assets from the donor and agrees to use those assets on behalf of or transfer those assets, the return on investment of those assets, or both to a specified beneficiary. A recipient entity acts as an agent for and on behalf of a beneficiary if it agrees to solicit assets from potential donors specifically for the beneficiary's use and to distribute those assets to the beneficiary. A recipient entity also acts as an agent if a beneficiary can compel the recipient entity to make distributions to it or on its behalf.").

#### Special-Purpose-Entity Lessors

##### [810-958-25-8](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-8)

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Notwithstanding the guidance in this Subtopic, an NFP that is engaged in leasing transactions with a special-purpose-entity (SPE) lessor shall consider whether it should consolidate such lessor. Specifically, such an NFP shall consolidate an SPE lessor if all of the following conditions exist:

1.  a
    
    Substantially all of the activities of the SPE involve assets that are to be leased to a single lessee.
    
2.  b
    
    The expected substantive residual risks and substantially all the residual rewards of the leased asset(s) and the obligation imposed by the underlying debt of the SPE reside directly or indirectly with the lessee through means such as any of the following:
    
    1.  1
        
        The lease agreement
        
    2.  2
        
        A residual value guarantee through, for example, the assumption of first-dollar-of-loss provisions
        
    3.  3
        
        A guarantee of the SPE's debt
        
    4.  4
        
        An option granting the lessee a right to do either of the following:
        
        1.  i
            
            To purchase the leased asset at a fixed price or at a defined price other than fair value determined at the date of exercise
            
        2.  ii
            
            To receive any of the lessor's sales proceeds in excess of a stipulated amount.
            
3.  c
    
    The owner (or owners) of record of the SPE has not made an initial substantive residual equity capital investment that is at risk during the entire [lease term](https://asc.understandingaccounting.org/glossary/l/#lease-term "The noncancellable period for which a lessee has the right to use an underlying asset, together with all of the following: Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option Periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor."). This criterion shall be considered met if the majority owner (or owners) of the lessor is not an independent third party, regardless of the level of capital investment.

##### [810-958-25-9](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-9)

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To satisfy the at-risk requirement in item (c) in the preceding paragraph, an initial substantive residual equity capital investment shall meet all of the following conditions:

1.  a
    
    It represents an equity interest in legal form.
    
2.  b
    
    It is subordinate to all debt interests.
    
3.  c
    
    It represents the residual equity interest during the entire lease term.

##### [810-958-25-10](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-10)

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If all of the conditions in paragraph [958-810-25-8](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-8) exist, the assets, liabilities, results of operations, and cash flows of the SPE shall be consolidated in the lessee's financial statements. This conclusion shall be applied to SPEs that are established for both the construction and subsequent lease of an asset for which the lease would meet all of the conditions in paragraph [958-810-25-8](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-8). In those cases, the consolidation by the lessee shall begin at [lease inception](https://asc.understandingaccounting.org/glossary/l/#lease-inception "The date of the lease agreement or commitment, if earlier. For purposes of this definition, a commitment shall be in writing, signed by the parties in interest to the transaction, and shall specifically set forth the principal provisions of the transaction. If any of the principal provisions are yet to be negotiated, such a preliminary agreement or commitment does not qualify for purposes of this definition.") rather than the beginning of the lease term.

[958-810-55-7 through 55-16](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-7)

#### Control of Limited Partnerships and Similar Legal Entities

##### [810-958-25-11](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-11)

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The guidance in this paragraph and paragraphs

[958-810-25-12 through 25-29](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-12)

and

[958-810-55-16A through 55-16I](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-16A)

addresses the potential [consolidation](https://asc.understandingaccounting.org/glossary/c/#consolidation "The presentation of a single set of amounts for an entire reporting entity. Consolidation requires elimination of intra-entity transactions and balances.") of [limited partnerships](https://asc.understandingaccounting.org/glossary/l/#limited-partnership "An association in which one or more general partners have unlimited liability and one or more partners have limited liability. A limited partnership is usually managed by the general partner or partners, subject to limitations, if any, imposed by the partnership agreement.") and similar [legal entities](https://asc.understandingaccounting.org/glossary/l/#legal-entity "Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts."). A similar legal entity is an entity (such as a limited liability company) that has governing provisions that are the functional equivalent of a limited partnership. In those entities, a managing member is the functional equivalent of a general partner, and a nonmanaging member is the functional equivalent of a limited partner. Throughout those paragraphs, any reference to a limited partnership includes limited partnerships and similar legal entities.

##### [810-958-25-12](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-12)

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The general partners in a [limited partnership](https://asc.understandingaccounting.org/glossary/l/#limited-partnership "An association in which one or more general partners have unlimited liability and one or more partners have limited liability. A limited partnership is usually managed by the general partner or partners, subject to limitations, if any, imposed by the partnership agreement.") are presumed to control that limited partnership regardless of the extent of the general partners' ownership interest in the limited partnership.

##### [810-958-25-13](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-13)

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If a limited partnership has multiple general partners, the determination of which, if any, general partner within the group controls and, therefore, shall consolidate the limited partnership is based on an analysis of the relevant facts and circumstances. In situations involving multiple general partners, entities under common control are considered to be a single general partner for purposes of applying the guidance in paragraphs

[958-810-25-11 through 25-29](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-11)

and

[958-810-55-16A through 55-16I](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-16A)

.

##### [810-958-25-14](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-14)

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The assessment of whether the rights of the limited partners overcome the presumption of control by the general partners is a matter of judgment that depends on facts and circumstances. The general partners do not control the limited partnership if the limited partners have either of the following:

1.  a
    
    Substantive [kick-out rights](https://asc.understandingaccounting.org/glossary/k/#kick-out-rights-voting-interest-entity-definition "The rights underlying the limited partner's or partners' ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause.")
    
2.  b
    
    Substantive [participating rights](https://asc.understandingaccounting.org/glossary/p/#participating-rights-voting-interest-entity-definition "Participating rights allow the limited partners or noncontrolling shareholders to block or participate in certain significant financial and operating decisions of the limited partnership or corporation that are made in the ordinary course of business. Participating rights do not require the holders of such rights to have the ability to initiate actions.").

##### [810-958-25-15](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-15)

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If the limited partners have substantive kick-out rights or substantive participating rights, the presumption of control by the general partners is overcome and each of the general partners shall account for its investment in the limited partnership using the equity method of accounting. Topic 323 provides guidance on the equity method of accounting.

##### [810-958-25-16](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-16)

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If one limited partner directly or indirectly owns more than 50 percent of a limited partnership's kick-out rights through voting interests, then that limited partner shall be deemed to have a controlling financial interest in the limited partnership and shall consolidate the limited partnership. However, if noncontrolling limited partners have substantive participating rights, then the limited partner with a majority of kick-out rights through voting interests does not have a controlling financial interest.

##### [810-958-25-17](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-17)

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The guidance in paragraphs

[958-810-25-19 through 25-29](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-19)

shall be considered in evaluating whether rights held by the limited partners overcome the presumption of control by the general partners.

##### [810-958-25-18](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-18)

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Limited partners' rights and their effect on whether the presumption of control by the general partners is overcome and on whether one limited partner has a controlling financial interest in a limited partnership shall be assessed when an investor first becomes a partner and shall be reassessed at each reporting period thereafter for which financial statements of the partner(s) are prepared.

##### [810-958-25-19](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-19)

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All relevant facts and circumstances shall be considered in determining whether kick-out rights are substantive. Substantive kick-out rights must have both of the following characteristics:

1.  a
    
    The kick-out rights can be exercised by a single limited partner or a vote of a simple majority (see Example 2 in paragraph [958-810-55-26](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-26)) or a lower percentage of the limited partners' voting interests held by parties other than the general partners, entities under common control with the general partners or a general partner, and other parties acting on behalf of the general partners or a general partner. A kick-out right that contractually requires a vote in excess of a simple majority (such as a supermajority) of the limited partners' voting interests to remove the general partners may still be substantive if the general partners could be removed in every possible voting scenario in which a simple majority of the limited partners' voting interests vote for removal. That is, there is no combination of the limited partners' voting interests that represents at least a simple majority of the limited partners' voting interests that cannot remove the general partners (see Example 2, Case D in paragraph [958-810-55-30](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-30)). All relevant facts and circumstances shall be considered in assessing whether other parties, including, but not limited to, those defined as related parties in Topic 850, may be acting on behalf of the general partners in exercising their voting rights as limited partners. Similarly, in assessing whether a single limited partner has the ability to remove the general partners, consideration shall be given to whether other parties, including, but not limited to, those defined as related parties in Topic 850, may be acting with the limited partner in exercising their kick-out rights.
    
2.  b
    
    The limited partners holding the kick-out rights must have the ability to exercise those rights if they choose to do so; that is, there are no significant barriers to the exercise of the rights. Barriers include, but are not limited to, the following:
    
    1.  1
        
        Kick-out rights subject to conditions that make it unlikely they will be exercisable, for example, conditions that narrowly limit the timing of the exercise
        
    2.  2
        
        Financial penalties or operational barriers associated with dissolving (liquidating) the limited partnership or replacing the general partners that would act as a significant disincentive for dissolution (liquidation) or removal
        
    3.  3
        
        The absence of an adequate number of qualified replacement general partners or the lack of adequate compensation to attract a qualified replacement
        
    4.  4
        
        The absence of an explicit, reasonable mechanism in the limited partnership agreement or in the applicable laws or regulations by which the limited partners holding the rights can call for and conduct a vote to exercise those rights
        
    5.  5
        
        The inability of the limited partners holding the rights to obtain the information necessary to exercise them.

##### [810-958-25-20](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-20)

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For purposes of applying the guidance in paragraph [958-810-25-19](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-19), the limited partners' unilateral right to withdraw from the partnership in whole or in part (withdrawal right) that does not require dissolution or liquidation of the entire limited partnership shall not be deemed a kick-out right. The requirement to dissolve or liquidate the entire limited partnership upon the withdrawal of a limited partner or partners does not have to be contractual for a withdrawal right to be considered as a potential kick-out right.

##### [810-958-25-21](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-21)

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Participating rights are different from [protective rights](https://asc.understandingaccounting.org/glossary/p/#protective-rights-voting-interest-entity-definition "Rights that are only protective in nature and that do not allow the limited partners or noncontrolling shareholders to participate in significant financial and operating decisions of the limited partnership or corporation that are made in the ordinary course of business."). Limited partners' rights that are only protective in nature do not overcome the presumption that the general partners control the limited partnership. Limited partners' rights, individually or in the aggregate, that provide the limited partners with the right to effectively participate in certain significant financial and operating decisions that are made in the ordinary course of the limited partnership's business, while being protective of the limited partners' investment, overcome the presumption that the general partners control the limited partnership.

##### [810-958-25-22](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-22)

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Limited partners' rights (whether granted by contract or by law) that allow limited partners to effectively participate in the following actions of the limited partnership shall be considered substantive participating rights and, therefore, overcome the presumption that the general partners control the limited partnership:

1.  a
    
    Selecting, terminating, and setting the compensation of management responsible for implementing the limited partnership's policies and procedures
    
2.  b
    
    Establishing operating and capital decisions of the limited partnership, including budgets, in the [ordinary course of business](https://asc.understandingaccounting.org/glossary/o/#ordinary-course-of-business "Decisions about matters of a type consistent with those normally expected to be addressed in directing and carrying out current business activities, regardless of whether the events or transactions that would necessitate such decisions are expected to occur in the near term. However, it must be at least reasonably possible that those events or transactions that would necessitate such decisions will occur. The ordinary course of business does not include self-dealing transactions.")
    

These rights are considered illustrative of substantive participating rights but are not necessarily an all-inclusive list.

##### [810-958-25-23](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-23)

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The rights described in paragraph [958-810-25-22](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-22) are participating rights because, in the aggregate, they allow the limited partners to effectively participate in certain significant financial and operating decisions that occur as part of the ordinary course of the limited partnership's business and are significant factors in directing and carrying out the activities of the limited partnership.

##### [810-958-25-24](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-24)

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Rights held by the limited partners to remove the general partners from the partnership shall be evaluated as kick-out rights in accordance with paragraph [958-810-25-19](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-19). Rights of the limited partners to participate in the termination of management (for example, management is outsourced to a party other than the general partner) or the individual members of management of the limited partnership may be substantive participating rights.

##### [810-958-25-25](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-25)

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Individual rights, such as the right to veto the termination of management responsible for implementing the limited partnership's policies and procedures (if management is outsourced—via contract with a third party—by the general partners), shall be assessed based on the facts and circumstances to determine if they are substantive participating rights in and of themselves. The likelihood that the veto right will be exercised by the limited partners shall not be considered when assessing whether a limited partner's right is a substantive participating right.

##### [810-958-25-26](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-26)

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Limited partners' rights that appear to be participating rights but that by themselves are not substantive do not overcome the presumption of control by the general partners in the limited partnership.

##### [810-958-25-27](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-27)

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The following factors shall be considered in evaluating whether limited partners' participating rights are substantive such that the rights provide for effective participation in certain significant decisions related to the limited partnership's ordinary course of business:

1.  a
    
    The limited partnership agreement shall be considered to determine at what level decisions are made (that is, by the general partners or by the limited partnership as a whole). Also, the rights at each level shall be considered. In all situations, any matters that can be put to a vote of the limited partnership shall be considered to determine whether the limited partners, individually or in the aggregate, have substantive participating rights by virtue of their ability to vote on matters submitted to a vote of the limited partnership. Determining whether matters that can be put to a vote of the limited partners, or the vote of the limited partnership as a whole, are substantive shall be based on a consideration of all relevant facts and circumstances.
    
2.  b
    
    Relationships between the general partners and the limited partners (other than investment in the common limited partnership) that are of a related-party nature, as defined in Topic 850, shall be considered in determining whether the participating rights of the limited partners are substantive. For example, if the limited partner in a limited partnership is a member of the immediate family of the general partners of the limited partnership, then the rights of the limited partner likely would not overcome the presumption of control by the general partners.
    
3.  c
    
    Certain limited partners' rights may deal with operating or capital decisions that are not significant to the ordinary course of business of the limited partnership. Limited partners' rights related to items that are not considered significant for directing and carrying out the activities of the limited partnership's ordinary course of business are not substantive participating rights and do not overcome the presumption of control by the general partners. Examples of such limited partners' rights include the following decisions:
    
    1.  1
        
        Location of the limited partnership's headquarters
        
    2.  2
        
        Name of the limited partnership
        
    3.  3
        
        Selection of auditors
        
    4.  4
        
        Selection of accounting principles for purposes of separate reporting of the limited partnership's operations.
        
4.  d
    
    Certain limited partners' rights may provide for the limited partners to participate in certain significant financial and operating decisions that are made in the ordinary course of business; however, the existence of such limited partners' rights shall not overcome the presumption that the general partners have control if it is remote that the event or transaction that requires the limited partners' approval will occur.
    
5.  e
    
    General partners who have a contractual right to buy out the interest of the limited partners in the limited partnership for fair value or less shall consider the feasibility of exercising that contractual right when determining if the participating rights of the limited partners are substantive. If such a buyout is prudent, feasible, and substantially within the control of the general partners, the general partners' contractual right to buy out the limited partners demonstrates that the participating right of the limited partners is not a substantive right. The existence of such call options, for purposes of this Subtopic, negates the participating rights of the limited partners to approve or veto an action of the general partners rather than creates an additional ownership interest for the general partners. It would not be prudent, feasible, and substantially within the control of the general partners to buy out the limited partners if, for example, either of the following conditions exists:
    
    1.  1
        
        The limited partners control technology that is critical to the limited partnership.
        
    2.  2
        
        The limited partners are the principal source of funding for the limited partnership.

##### [810-958-25-28](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-28)

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Limited partners' rights (whether granted by contract or by law) that allow the limited partners to block the following limited partnership's actions are considered protective rights and do not overcome the presumption of control by the general partners:

1.  a
    
    Amendments to the limited partnership agreement
    
2.  b
    
    Pricing on transactions between the general partners and the limited partnership and related self-dealing transactions
    
3.  c
    
    Liquidation of the limited partnership in the context of Topic 852 on reorganizations initiated by the general partners or a decision to cause the limited partnership to enter bankruptcy or other receivership
    
4.  d
    
    Acquisitions and dispositions of assets that are not expected to be undertaken in the ordinary course of business (Limited partners' rights relating to acquisitions and dispositions that are expected to be made in the ordinary course of the limited partnership's business are participating rights. Determining whether such rights are substantive requires judgment in light of the relevant facts and circumstances.)
    
5.  e
    
    Issuance or repurchase of limited partnership interests.
    

These are illustrative of some, but not all, of the protective rights that often are provided to limited partners.

##### [810-958-25-29](https://asc.understandingaccounting.org/asc/810/958/#810-958-25-29)

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Paragraphs

[958-810-55-16A through 55-16I](https://asc.understandingaccounting.org/asc/810/958/#810-958-55-16A)

provide additional guidance on assessing limited partners' protective rights and substantive participating rights.