Mo. Rev. Stat. § 361.951 — MO Code / Chapter 361 / Section 361.951
361.951 Acquisition of control.
Status: in_force

361.951. Acquisition of control. — 1. Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain the written approval of the director prior to acquiring control. An individual is not deemed to acquire control of a licensee and is not subject to the acquisition of control provisions if that individual becomes a key individual in the ordinary course of business.

2. A person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee:

(1) Submit an application in a form and in a medium prescribed by the director; and

(2) Submit a nonrefundable fee, to be determined by the director, with the request for approval.

3. Upon request, the director may permit a licensee or a person, or group of persons acting in concert, to submit some or all information required by the director under subdivision (1) of subsection 2 of this section without using NMLS.

4. The application required under subdivision (1) of subsection 2 of this section shall include information required under section 361.939 for any new key individuals that have not previously completed the requirements of section 361.939 for a licensee.

5. When an application for acquisition of control under this section appears to include all the items and address all of the matters that are required, the application shall be considered complete. The director shall promptly notify the applicant in a record of the date on which the application was determined to be complete, and:

(1) The director shall approve or deny the application within sixty days after the completion date; or

(2) If the application is not approved or denied within sixty days after the completion date:

(a) The application is approved; and

(b) The person, or group of persons acting in concert, are not prohibited from acquiring control; and

(3) The director may for good cause extend the application period.

6. A determination by the director that an application is complete and is accepted for processing means only that the application, on its face, appears to include all of the items and address all of the matters that are required, and is not an assessment of the substance of the application or of the sufficiency of the information provided.

7. If an application is filed and considered complete under subsection 5 of this section, the director shall investigate the financial condition and responsibility, financial and business experience, character, and general fitness of the person, or group of persons acting in concert, seeking to acquire control. The director shall approve an acquisition of control under this section if the director finds that all of the following conditions have been fulfilled:

(1) The requirements of subsections 2 and 4 of this section have been met, as applicable; and

(2) The financial condition and responsibility, financial and business experience, competence, 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 interest of the public to permit the person, or group of persons acting in concert, to control the licensee.

8. If an applicant avails itself or is otherwise subject to a multistate licensing process:

(1) The director is authorized to accept the investigation results of a lead investigative state for the purpose of subsection 7 of this section if the lead investigative state has sufficient staffing, expertise, and minimum standards; or

(2) If this state is a lead investigative state, the director is authorized to investigate the applicant under subsection 7 of this section and the time frames established by agreement through the multistate licensing process.

9. The director shall issue a formal written notice of the denial of an application to acquire control within thirty days of the decision to deny the application. The director shall set forth in the notice of denial the specific reasons for the denial of the application. An applicant whose application is denied by the director under this subsection may appeal within thirty days after receipt of the written notice of the denial under chapter 536.

10. The requirements of subsections 1 and 2 of this section shall not apply to any of the following:

(1) 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;

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

(3) 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;

(4) A person that is exempt under subdivision (7) of section 361.909;

(5) A person that the director determines is not subject to subsection 1 of this section based on the public interest;

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

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

11. Persons in subdivisions (2), (3), (4), (6), and (7) of subsection 10 of this section in cooperation with the licensee shall notify the director within fifteen days after the acquisition of control.

12. (1) The requirements of subsections 1 and 2 of this section shall not apply to a person that has complied with and received approval to engage in money transmission under sections 361.900 to 361.1035 or was identified as a person in control in a prior application filed with and approved by the director or by another state under a multistate licensing process, provided that:

(a) The person has not had a license revoked or suspended or controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee in the previous five years;

(b) If the person is a licensee, the person is well managed and has received at least a satisfactory rating for compliance at its most recent examination by another state if such rating was given;

(c) The licensee to be acquired is projected to meet the requirements of sections 361.999, 361.1002, and 361.1005 after the acquisition of control is completed, and if the person acquiring control is a licensee, that licensee is also projected to meet the requirements of sections 361.999, 361.1002, and 361.1005 after the acquisition of control is completed;

(d) The licensee to be acquired will not implement any material changes to its business plan as a result of the acquisition of control, and if the person acquiring control is a licensee, that licensee also will not implement any material changes to its business plan as a result of the acquisition of control; and

(e) The person provides notice of the acquisition in cooperation with the licensee and attests to paragraphs (a) to (d) of this subdivision in a form and in a medium prescribed by the director.

(2) If the notice is not disapproved within thirty days after the date on which the notice was determined to be complete, the notice is deemed approved.

13. Before filing an application for approval to acquire control of a licensee, a person may request in writing a determination from the director as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the director determines that the person would not be a person in control of a licensee, the proposed person and transaction is not subject to the requirements of subsections 1 and 2 of this section.

14. If a multistate licensing process includes a determination under subsection 13 of this section and an applicant avails itself or is otherwise subject to the multistate licensing process:

(1) The director is authorized to accept the control determination of a lead investigative state with sufficient staffing, expertise, and minimum standards for the purpose of subsection 13 of this section; or

(2) If this state is a lead investigative state, the director is authorized to investigate the applicant under subsection 13 of this section and the time frames established by agreement through the multistate licensing process.

(L. 2024 S.B. 1359)