| (a) Definition. As used in this chapter, a "transfer
of ownership" does not include a change in proportionate ownership
as defined in §89.304 of this title (relating to Change in Form
or Proportionate Ownership). Transfer of ownership includes the following:
(1) an existing owner of a sole proprietorship relinquishes
that owner's entire interest in a license or an entirely new entity
has obtained an ownership interest in a sole proprietorship license;
(2) any purchase or acquisition of control of a licensed
general partnership, in which a partner relinquishes that owner's
entire interest or a new general partner obtains an ownership interest;
(3) any change in ownership of a licensed limited partnership
interest:
(A) in which a limited partner owning 10% or more relinquishes
that owner's entire interest;
(B) in which a new limited partner obtains an ownership
interest of 10% or more;
(C) in which a general partner relinquishes that owner's
entire interest; or
(D) in which a new general partner obtains an ownership
interest (transfer of ownership occurs regardless of the percentage
of ownership exchanged of the general partner);
(4) any change in ownership of a licensed corporation:
(A) in which a new stockholder obtains 10% or more
of the outstanding voting stock in a privately held corporation;
(B) in which an existing stockholder owning 10% or
more relinquishes that owner's entire interest in a privately held
corporation;
(C) any purchase or acquisition of control of 51% or
more of a company which is the parent or controlling stockholder of
a licensed privately held corporation; or
(D) any stock ownership changes that result in a change
of control (i.e., 51% or more) for a licensed publicly held corporation;
(5) any change in the membership interest of a licensed
limited liability company:
(A) in which a new member obtains an ownership interest
of 10% or more;
(B) in which an existing member owning 10% or more
relinquishes that member's entire interest; or
(C) in which a purchase or acquisition of control of
51% or more of any company that is the parent or controlling member
of a licensed limited liability company occurs;
(6) any acquisition of a license by gift, devise, or
descent; and
(7) any purchase or acquisition of control of a licensed
entity whereby a substantial change in management or control of the
business occurs, despite not fulfilling the requirements of paragraphs
(1) - (6) of this subsection, and the commissioner has reason to believe
that proper regulation of the licensee dictates that a transfer must
be processed.
(b) Approval of transfer. No property tax lender license
may be sold, transferred or assigned without written approval by the
commissioner.
(c) Filing requirements. An application for transfer
of a license must be submitted in a format prescribed by the commissioner
at the date of filing and in accordance with the rules and instructions.
The commissioner may accept the use of prescribed alternative formats
in order to accept approved electronic submissions. Appropriate fees
must be filed with the transfer application, and the application for
transfer must include the following:
(1) Required application information.
(A) New licensees filing transfers. The information
required for new license applications under §89.302 of this title
(relating to Filing of New Application) must be submitted by new licensees
filing transfers. The instructions in §89.302 of this title are
applicable to these filings. In addition, evidence of transfer of
ownership as described in paragraph (2) of this subsection must also
be submitted.
(B) Existing licensees filing transfers. If the applicant
is currently licensed and filing a transfer, the applicant must provide
the information that is unique to the transfer event, including the
application for license, disclosure questions, owners and principal
parties, and a new financial statement, as provided in of §89.302
of this title. The instructions in §89.302 of this title are
applicable to these filings. The person responsible for the day-to-day
operations listed on the application for license for the transfer
event must file a personal affidavit, personal questionnaire, and
employment history, if not previously filed. Other information required
by §89.302 of this title need not be filed if the information
on file with the OCCC is current and valid. In addition, evidence
of transfer of ownership as described in paragraph (2) of this subsection
must also be submitted.
(2) Evidence of transfer of ownership. Documentation
evidencing the transfer of ownership must be filed with the application
and should include one of the following:
(A) a copy of the asset purchase agreement when only
the assets have been purchased;
(B) a copy of the stock purchase agreement or other
evidence of acquisition if voting stock of a corporate licensee has
been purchased or otherwise acquired;
(C) any document that transferred ownership by gift,
devise, or descent, such as a probated will or a court order; or
(D) any other documentation evidencing the transfer
event.
(d) Permission to operate. No business under the license
may be conducted by any license transferee until the application has
been received, all applicable fees have been paid, and a request for
permission to operate has been approved. In order to be considered,
a permission to operate must be in writing. Additionally, the transferor
must grant the license transferee the authority to operate under the
transferor's license pending approval of the license transferee's
new license application. The transferor must accept full responsibility
to any customer and to the OCCC for the licensed business for any
acts of the license transferee in connection with the operation of
the lending business. The permission to operate must be submitted
before the license transferee takes control of the licensed operation.
The agreement must set a definite period of time for the license transferee
to operate under the transferor's license. A request for permission
to operate may be denied even if it contains all of the required information.
Two companies may not simultaneously operate under a single license.
If the OCCC grants a permission to operate, the transferor must cease
operating under the authority of the license.
(e) Application filing deadline. Applications filed
in connection with transfers of ownership may be filed in advance
but must be filed no later than 10 calendar days following the actual
transfer.
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