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TITLE 7BANKING AND SECURITIES
PART 5OFFICE OF CONSUMER CREDIT COMMISSIONER
CHAPTER 89PROPERTY TAX LENDERS
SUBCHAPTER CAPPLICATION PROCEDURES
RULE §89.303Transfer of License

(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.


Source Note: The provisions of this §89.303 adopted to be effective November 8, 2007, 32 TexReg 7919; amended to be effective July 5, 2012, 37 TexReg 4874

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