N.Y. BNK Law § 344 — New York Code / Act BNK / Article 9 / Section 344
Issuance of license upon acquisition of business of licensed lender
Status: in_force

§ 344. Issuance of license upon acquisition of business of licensed\nlender. 1. Prior to any acquisition, by merger, consolidation, purchase\nof assets or otherwise, except by purchase of stock, of the assets or\nbusiness, or a substantial part thereof, of a licensee under this\narticle, the person desirous of continuing to maintain and operate any\nplace of business theretofore maintained and operated by such licensee\nand each person who controls such person shall file with the\nsuperintendent, for all such places of business, one application, in\nsuch form and containing such information, including the information\nrequired under section three hundred forty-one of this article, as the\nsuperintendent may require. At the time of making such application, the\napplicants shall pay to the superintendent an investigation fee, as\nprescribed pursuant to section eighteen-a of this chapter if the person\ndesirous of continuing to maintain and operate such places of business\nis already licensed under this article, or, if such person is not so\nlicensed, an investigation fee as prescribed pursuant to section\neighteen-a of this chapter. If such person is licensed, the\nsuperintendent shall amend the license accordingly within thirty days if\nit is found that the acquisition is in accordance with the purposes of\nthis article. If such person is not licensed, the superintendent shall\ndetermine whether the financial responsibility, experience, character,\nand general fitness of the applicants, and of the members thereof if any\napplicant be a partnership or association, and of the officers,\ndirectors and controlling stockholders thereof if any applicant be a\ncorporation, are such as to command the confidence of the community and\nto warrant belief that the business will be operated honestly, fairly,\nand efficiently within the purpose of this article and the\nsuperintendent shall approve or deny such application within ninety days\nof the filing thereof. If the superintendent disapproves such\napplication, or, if no such application has been made, the license for\neach such place of business shall become null and void and the\napplicants or licensee, whoever has possession of each such license,\nshall forthwith surrender the license theretofore in effect to the\nsuperintendent. If the superintendent approves such application, the\nperson being acquired shall surrender to the superintendent the license\ntheretofore in effect for each such place of business and the\nsuperintendent shall issue and transmit one copy of a new license to\nmaintain and operate each such place of business to the person desirous\nof continuing to maintain and operate such place of business and file\nanother copy in the department.\n  As used in this subdivision one, (a) the term "person" includes an\nindividual, partnership, corporation, association or any other\norganization and (b) the term "control" means the possession, directly\nor indirectly, of the power to direct or cause the direction of the\nmanagement and policies of a person, whether by means of the ownership\nof the voting stock or equity interests of such person or of one or more\npersons controlling such persons, by means of a contractual arrangement,\nor otherwise. Control shall be presumed to exist if any person directly\nor indirectly owns, controls or holds with the power to vote ten per\ncentum or more of the voting stock or equity interests of the person\ndesirous of continuing to maintain and operate a licensee's place of\nbusiness or of any entity which directly or indirectly controls such\nperson. The superintendent may, upon the application of a licensee or\nany such person or entity, determine whether or not the ownership,\ncontrol or holding of such voting stock or equity interests constitutes\nor would constitute control for purposes of this subdivision.\n  2. The transfer by operation of law to a legal representative, as\nhereinafter defined, of the assets or business of a licensee under this\narticle, or a substantial part thereof, shall not, to the extent\nhereinafter provided, be deemed an acquisition within the meaning of\nthis section. Such legal representative, if duly qualified to act in\nthis state, may continue to maintain and operate any place of business\ntheretofore maintained and operated by such licensee, subject to all the\nprovisions of this chapter including the payment of license fees, for a\nperiod of not more than six months from the date of his qualification as\nlegal representative and for such additional period of time as the\nsuperintendent may prescribe in writing. During such period, the legal\nrepresentative shall be deemed a licensee under this article. The\nappointment and qualification of a successor to the legal representative\nshall not, without the approval of the superintendent, operate to extend\nsuch period.\n  Each such legal representative shall promptly following his or her\nappointment file with the superintendent a certificate or duly certified\ncopy of an order of the court to evidence his authority to acquire the\nassets of the licensee and to maintain and operate the business thereof.\nIf a legal representative desires to continue to maintain and operate\nany place of business theretofore maintained and operated by the\nlicensee he or she shall, prior to the expiration of such six month\nperiod or any extension thereof prescribed by the superintendent, file\nan application pursuant to this section and comply with all of the\nprovisions of this chapter. The investigation fee payable upon filing\nsuch application shall be as prescribed pursuant to section eighteen-a\nof this chapter.\n  The term "legal representative," for the purposes of this section,\nshall mean one duly appointed by a court of competent jurisdiction as an\nexecutor, administrator, trustee, committee, conservator or receiver,\nincluding one who succeeds a legal representative and one acting in an\nancillary capacity thereto in accordance with the provisions of such\ncourt appointment.\n  If any provision of this section, or the application of such provision\nto any individual, company, corporation or circumstance, shall be held\ninvalid, the remainder of this section, and the application thereof to\nanyone other than the one to which it is held invalid, shall not be\naffected thereby.\n