Mass. Gen. Laws ch. 169B, sec. 5 — MA Code / Part I / Title XXII / Chapter 169B / Section 5
Acquisition of control of licensee; notice and information requirements for change of key individuals
Status: in_force

[Text of section added by 2024, 312, Sec. 3 effective January 1, 2026. See 2024, 312, Sec. 6.]

[Text of section added by 2024, 312, Sec. 3 effective January 1, 2026. See 2024, 312, Sec. 6.]

Section 5. (a)(1) Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee, file a notice, in a form and in a medium prescribed by the commissioner, with the commissioner prior to acquiring control. An addition or replacement of a key individual pursuant to subsection (b) shall not be deemed to be an acquisition of control of a licensee and shall not be subject to this section.

(2) Upon request, the commissioner may permit a licensee or the person, or group of persons acting in concert, to submit some or all information required by the commissioner pursuant to paragraph (1) without using NMLS.

(3) The notice required by paragraph (1) shall include information required by subsection (d) of section 4 for any new key individuals that have not previously completed the requirements of said subsection (d) of said section 4 for a licensee.

(4) When a notice is filed, the commissioner shall investigate, as the commissioner determines is necessary, the person, or group of persons acting in concert, seeking to acquire control. The commissioner shall not object to an acquisition of control pursuant to this subsection if the commissioner finds that: (i) the requirements of paragraphs (1) and (3) have been met, as applicable; and (ii) the financial condition and responsibility, character and general fitness of the person, or group of persons acting in concert, seeking to acquire control, and the competence, experience, character and general fitness of the key individuals and persons that would be in control of the licensee after the acquisition of control, indicate that it is in the public interest consistent with the purposes of this chapter to permit the person, or group of persons acting in concert, to control the licensee.

(5) The requirements of paragraph (1) shall not apply to:

(i) a person that acts as a proxy for the sole purpose of voting at a designated meeting of the shareholders or holders of voting shares or voting interests of a licensee or a person in control of a licensee;

(ii) a person that acquires control of a licensee by devise or descent;

(iii) a person that acquires control of a licensee as a personal representative, custodian, guardian, conservator or trustee, or as an officer appointed by a court of competent jurisdiction or by operation of law;

(iv) a person that is exempt under paragraph (7) of subsection (a) of section 2;

(v) a public offering of securities of a licensee or a person in control of a licensee; or

(vi) an internal reorganization of a person in control of the licensee where the ultimate person in control of the licensee remains the same.

(6) Persons referenced under clauses (ii) through (iv), inclusive, of paragraph (5) in cooperation with the licensee shall notify the commissioner within 15 days after the acquisition of control.

(7) The commissioner may accept a determination under this subsection of another state regulatory agency if a licensee avails itself or is otherwise subject to the multistate licensing process.

(b)(1) A licensee adding or replacing any key individual shall: (i) provide notice in a manner prescribed by the commissioner not later than 15 days after the effective date of the key individual's appointment; and (ii) provide information as required by subsection (d) of section 4.

(2) When a notification pursuant to this section is filed, the commissioner shall investigate as deemed necessary the key individual. The commissioner shall not object to the change of key individual pursuant to this section if the commissioner finds that the financial responsibility, character and general fitness of the key individual would indicate that it is in the public interest consistent with the purposes of this chapter.

(3) The commissioner may accept the determination pursuant to this subsection of another state regulatory agency if the licensee avails itself or is otherwise subject to the multistate licensing process.