<Page>
Exhibit 3
1
DELAWARE
THE FIRST STATE
I, HARRIET SMITH
WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF
LIMITED PARTNERSHIP OF "BOSTON CAPITAL TAX
CREDIT FUND V L.P.", FILED IN THIS
OFFICE ON THE FIFTEENTH DAY OF OCTOBER,
A.D. 2003, AT 1:23 O'CLOCK P.M.
[SEAL]
/s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
3715614 8100
AUTHENTICATION:
2690519
030662487
DATE:
10-15-03
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 01:37 PM 10/15/2003
FILED 01:23 PM 10/15/2003
SRV 030662487 - 3715614 FILE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
BOSTON CAPITAL TAX CREDIT FUND V L.P.
THIS
CERTIFICATE, signed and sworn to as of the 15th day of October,
2003
by the undersigned person(s):
W I T N E S S E T H T H A T:
The undersigned,
Boston Capital Associates V L.L.C., a limited liability
company of the State of Delaware, as
general partner and BCTC V Assignor Corp.,
a Delaware corporation as limited partner,
hereby form a limited partnership
pursuant to the Delaware Revised Uniform
Limited Partnership Act, as follows:
1. The name of the Partnership
is Boston Capital Tax Credit Fund V L.P.
2. The name of the registered
agent for service of process in Delaware is
The Corporation Trust Company and the
address of the registered office is 1209
Orange Street, Suite 400, County of New
Castle, Wilmington, Delaware.
3. The General Partner is
Boston Capital Associates V L.L.C., a limited
liability company formed under the laws of
the State of Delaware and having its
principal place of business at 1 Boston
Place, Suite 2100, Boston, MA
02108-4406.
4. The principal place of
business of the Partnership is 1 Boston Place,
Suite 2100, Boston, MA 02108-4406.
IN WITNESS
WHEREOF, the general partner hereto has affixed its signature
and seal as of the day and year first
written above.
GENERAL PARTNER:
By: Boston Capital Associates V L.L.C.
By: /s/ John P. Manning
------------------------------------
John P. Manning, its managing member
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1
DELAWARE
THE FIRST STATE
I, HARRIET SMITH
WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF
FORMATION OF "BOSTON CAPITAL ASSOCIATES V
L.L.C.", FILED IN THIS OFFICE ON THE
FIFTEENTH DAY OF OCTOBER, A.D. 2003, AT
1:22 O'CLOCK P.M.
[SEAL]
/s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
3715613 8100
AUTHENTICATION:
2690516
030662484
DATE:
10-15-03
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 01:37 PM 10/15/2003
FILED 01:22 PM 10/15/2003
SRV 030662484 - 3715613 FILE
CERTIFICATE OF FORMATION
OF
BOSTON CAPITAL ASSOCIATES V L.L.C.
Pursuant to the
Delaware Limited Liability Company Act, the undersigned
hereby form a limited liability company
with the following terms:
1. NAME. The name of the
limited liability company is Boston Capital
Associates V L.L.C. (the "LLC").
2. OFFICE OF THE LLC. The
office address of the registered office of the LLC
in the State of Delaware is 1209 Orange
Street, Wilmington, New Castle County,
Delaware.
3. NAME AND ADDRESS OF RESIDENT
AGENT. The resident agent for service of
process in the State of Delaware is The
Corporation Trust Company, 1209 Orange
Street, Wilmington, New Castle County,
Delaware.
4. MEMBERS OF THE LLC. The LLC
has two (2) members. The members of the LLC are
Boston Capital Companion Limited
Partnership, a Massachusetts limited
partnership and John P. Manning.
5. MANAGING MEMBER OF THE LLC.
The managing member of the LLC is John P.
Manning.
IN WITNESS
WHEREOF, the undersigned hereby affirms under the penalties of
perjury that the facts stated herein are
true as of the 15th day of October,
2003.
By: /s/ John P.
Manning
------------------------------------
John P. Manning, Member
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1
DELAWARE
THE FIRST STATE
I, HARRIET SMITH
WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BCTC V ASSIGNOR CORP.",
FILED IN THIS OFFICE ON THE FIFTEENTH
DAY OF OCTOBER, A.D. 2003, AT 1:20 O'CLOCK
P.M.
A FILED COPY OF
THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL]
/s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
3715612 8100
AUTHENTICATION:
2690527
030662482
DATE:
10-15-03
<Page>
STATE OF DELAWARE
SECRETARY OF
STATE
DIVISION OF CORPORATIONS
DELIVERED 01:38 PM 10/15/2003
FILED 01:20 PM 10/15/2003
SRV 030662482 - 3715612 FILE
CERTIFICATE OF INCORPORATION
OF
BCTC V ASSIGNOR CORP.
The undersigned,
for the purpose of organizing a corporation for conducting
the business and promoting the purposes
hereinafter stated, under the provisions
and subject to the requirements of the laws
of the State of Delaware
(particularly Chapter 1, Title 8 of the
Delaware Code and the acts amendatory
thereof and supplemental thereto, and
known, identified, and referred to as the
"General Corporation Law of the State of
Delaware"), hereby certifies that:
ARTICLE I
NAME
Section 10.01.
The name of the Corporation is BCTC V ASSIGNOR CORP.
(hereinafter referred to as the
"Corporation").
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
Section 2.01. The address,
including street, number, city, and county, of
the registered office of the corporation in
the State of Delaware is 1209 Orange
Street, City of Wilmington 19808, County of
New Castle; and the name of the
registered agent of the corporation in the
State of Delaware at such address is
The Corporation Trust Company.
ARTICLE III
PURPOSE
Section 3.01.
The nature or purpose of the business; to engage in any
lawful act or activity for which
corporations may be organized under the General
Corporation Law of the State of
Delaware.
ARTICLE IV
STOCK
Section 4.01.
The Corporation shall be authorized to issue only one (1)
class of stock, to wit: Common Stock. The
total number of shares of Common Stock
which the Corporation shall have authority
to issue is One Thousand (1,000), the
shares shall have no par value.
ARTICLE V
BOOKS AND RECORDS
Section 5.01.
The books and records of the Corporation shall be kept at the
principal place of business of the
Corporation, whether or not in the State of
Delaware, or at such other place or places,
whether or not in the State of
Delaware, as may be designated from time to
time by the Board of Directors.
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ARTICLE VI
INCORPORATOR
Section 6.01.
NAME AND ADDRESS. The name and mailing address of the
incorporator is as follows:
<Table>
<Caption>
NAME
MAILING ADDRESS
----
---------------
<S>
<C>
John P. Manning
One Boston Place, suite 2100
Boston, MA 02108-4406
</Table>
Section 6.02.
POWERS OF INCORPORATOR. The powers of the incorporator shall
terminate upon the filing of the
Certificate of Incorporation.
ARTICLE VII
INITIAL DIRECTOR
Section 7.01.
The names and addresses of the persons who are to serve as
directors until the first annual meeting of
stockholders or until their
successors are elected and shall qualify
are as follows:
<Table>
<Caption>
NAME
MAILING ADDRESS
----
---------------
<S>
<C>
John P. Manning
One Boston Place, suite 2100
Boston, MA 02108-4406
</Table>
ARTICLE VIII
AUTHORITY OF BOARD OF DIRECTORS
Section 8.01. In
furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is
expressly authorized to:
(a) to make, adopt,
alter, amend or repeal the By-laws of the
Corporation, and
(b) adopt from time to
time By-law provisions with respect to
indemnification of directors, officers, employees, agents and
other persons as it shall deem expedient and in the best
interests of the Corporation and to the extent permitted by
law.
ARTICLE IX
ELECTIONS OF DIRECTORS
Section 9.01.
Elections of directors need not be by written ballot unless
the By-laws of the Corporation shall so
provide.
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ARTICLE X
COMPROMISE AND ARRANGEMENT
Section 10.01.
Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any
class of them and/or between this
Corporation and its stockholders or any
class of them, any court of equitable
jurisdiction within the State of Delaware
may, on the application in a summary
way of this Corporation or of any creditor
or stockholder thereof or on the
application of any receiver or receivers
appointed for this Corporation under
the provisions of Section 291 of Title 8 of
the Delaware Code or on the
application of trustees in dissolution or
of any receiver or receivers appointed
for this Corporation under the provisions
of Section 279 of Title 8 of the
Delaware Code, order a meeting of the
creditors or class of creditors, and/or of
the stockholders or class of stockholders
of this Corporation, as the case may
be, to the summoned in such manner as the
said court directs. If a majority in
number representing three-fourths in value
of the creditors or class of
creditors, and/or of the stockholders or
class of stockholders of this
Corporation, as the case may be, agree to
any compromise or arrangement and to
any reorganization of this Corporation as a
consequence of such compromise or
arrangement, the said compromise or
arrangement and the said organization shall,
if sanctioned by the court to which the
said application has been made, be
binding on all the creditors or class of
creditors, and/or on all the
stockholders, or class of stockholders, of
this Corporation, as the case may be,
and also on this Corporation.
ARTICLE XI
LIABILITY OF DIRECTORS
Section 11.01.
The personal liability of the Corporation's directors to the
Corporation or its stockholders shall be
eliminated to the full extent permitted
by the General Corporation Law of the State
of Delaware (including, without
limitation, Section 102(b)(7) thereof), as
amended from time to time.
Section 11.02.
The Corporation shall, to the fullest extent permitted by
the General Corporation Law of the State of
Delaware (including, without
limitation, Section 145 thereof), as the
same may be amended from time to time,
indemnify any promoter, director, or
officer whom it shall have power to
indemnify from and against any and all of
the expenses, liabilities or other
loss of any nature, and the indemnification
provided for herein shall not be
deemed exclusive of any other rights to
which those indemnified may be entitled
under any By-law, agreement, vote of
stockholders or disinterested directors or
otherwise, both as to action in his or her
official capacity and as to action in
another capacity while holding such office,
and shall continue as to a person
who has ceased to be promoter, director or
officer and shall inure to the
benefit of the heirs, executors and
administrators of such a person.
3
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IN WITNESS
WHEREOF, the undersigned, being the incorporator herein before
named, has executed and acknowledged this
Certificate of Incorporation this 15th
day of October 2003.
/s/ John P. Manning
------------------------------------
John P. Manning, Incorporator
4
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BCTC V ASSIGNOR CORP.
---
BY-LAWS
ARTICLE I
OFFICES
Section 1.01.
REGISTERED
OFFICE. The address, including street, number,
city, and county, of the registered office
of the corporation in the State of
Delaware is 1209 Orange Street, City of
Wilmington 19801, County of New Castle.
Section 1.02.
ADDITIONAL
OFFICES. The Corporation may also have offices
at such other places, both within and
without the State of Delaware, as the
Board of Directors may from time to time
determine or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01.
TIME AND PLACE.
All meetings of stockholders for the
election of Directors shall be held at such
time and place, either within or
without the State of Delaware, as shall be
designated from time to time by the
Board of Directors and stated in the notice
of the meeting or in a duly executed
waiver of notice of the meeting. Meetings
of stockholders for any other purpose
may be held at such time and place either
within or without the State of
Delaware as shall be stated in the notice
of the meeting or in a duly executed
waiver of notice of the meeting.
Section 2.02.
ANNUAL MEETING.
Annual meetings of stockholders shall be
held for the purpose of electing a Board of
Directors and transacting such other
business as may properly be brought before
the meeting.
Section 2.03.
NOTICE OF ANNUAL
MEETING. Written notice of the annual
meeting, stating the place, date and time
of such annual meeting, shall be given
to each stockholder entitled to vote at
such meeting not less than ten (10)
(unless a longer period is required by law)
nor more than fifty (50) days prior
to the meeting.
Section 2.04.
SPECIAL MEETING.
Special meetings of the stockholders, for
any purpose or purposes, unless otherwise
prescribed by statute or by the
Certificate of Incorporation, may be called
by the Chairman of the Board, if
any, or, if the Chairman is not present
(or, if there is none), by the President
and shall be called by the President or
1
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Secretary at the request in writing of a
majority of the Board of Directors, or
at the request in writing of the
stockholders owning a majority of the shares of
capital stock of the Corporation issued and
outstanding and entitled to vote at
such meeting. Such request shall state the
purpose or purposes of the proposed
meeting. The person calling such meeting
shall cause notice of the meeting to be
given in accordance with the provisions of
Section 2.05 of this Article II and
of Article V.
Section 2.05.
NOTICE OF
SPECIAL MEETING. Written notice of a special
meeting, stating the place, date and time
of such special meeting and the
purpose or purposes for which the meeting
is called, shall be delivered either
personally or mailed to his last address to
each stockholder not less than ten
(10) (unless a longer period is required by
law) nor more than fifty (50) days
prior to the meeting.
Section 2.06.
LIST OF
STOCKHOLDERS. The Officer in charge of the stock
ledger of the Corporation or the transfer
agent shall prepare and make, at least
ten (10) days before every meeting of
stockholders, a complete list of the
stockholders entitled to vote at the
meeting, arranged in alphabetical order,
and showing the address of each stockholder
and the number of shares registered
in the name of each stockholder. Such list
shall be open to the examination of
any stockholder, for any purpose germane to
the meeting, during ordinary
business hours, for a period of at least
ten (10) days prior to the meeting, at
a place within the city where the meeting
is to be held. Such place, if other
than the place of the meeting, shall be
specified in the notice of the meeting.
The list shall also be produced and kept at
the time and place of the meeting
during the whole time of the meeting and
may be inspected by any stockholder who
is present.
Section 2.07.
PRESIDING
OFFICER. Meetings of stockholders shall be
presided over by the Chairman of the Board,
if any, or if the Chairman is not
present (or if there is none), by the
President, or, if the President is not
present, by a Vice President, or, if a Vice
President is not present, by such
person who may have been chosen by the
Board of Directors, or, if none of such
persons is present, by a Chairman to be
chosen by the stockholders owning a
majority of the shares of capital stock of
the Corporation issued and
outstanding and entitled to vote at the
meeting and who are present in person or
represented by proxy. The Secretary of the
Corporation, or, if the Secretary is
not present, an Assistant Secretary, or, if
an Assistant Secretary is not
present, such person as may be chosen by
the Board of Directors, shall act as
secretary of meetings of stockholders, or,
if none of such persons is present,
the stockholders owning a majority of the
shares of capital stock of the
Corporation issued and outstanding and
entitled to vote at the meeting and who
are present in person or represented by
proxy shall choose any person present to
act as secretary of the meeting.
Section 2.08.
QUORUM AND
ADJOURNMENTS. The holders of a majority of the
shares of capital stock of the Corporation
issued and outstanding and entitled
to vote at stockholders meetings, present
in person or represented by proxy,
shall be necessary to, and shall constitute
a quorum for, the transaction of
business at all meetings of the
stockholders, except as otherwise provided by
statute or by the Certificate of
Incorporation. The stockholders present in
person or represented by proxy at a duly
organized meeting may continue to do
business until final adjournment of such
meeting whether on the same day or on a
later day, notwithstanding the withdrawal
of enough stockholders to leave less
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than a quorum. If a meeting cannot be
organized because a quorum has not
attended, those present in person or
represented by proxy may adjourn the
meeting from time, until a quorum shall be
present or represented. Notice of the
adjourned meeting need not be given if the
time and place of the adjourned
meeting are announced at the meeting at
which the adjournment is taken. Even if
a quorum shall be present or represented at
any meeting of the stockholders, the
stockholders entitled to vote at such
meeting, present in person or represented
by proxy, may adjourn the meeting from time
to time without notice of the
adjourned meeting if the time and place of
the adjourned meeting are announced
at the meeting at which the adjournment is
taken, until a date which is not more
than thirty (30) days after the date of the
original meeting. At any adjourned
meeting at which a quorum is present in
person or represented by proxy any
business may be transacted which might have
been transacted at the meeting as
originally called. If
