Wis. Stat. § 217.06 — WI Code / Chapter 217 / Section 217.06
Acquisition of control; change of key individual.
Status: in_force

(1) Acquisition of control.

(a) Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain the written approval of the division prior to acquiring control. An individual is not deemed to acquire control of a licensee and is not subject to the requirements under this subsection when that individual becomes a key individual in the ordinary course of business.

(b) A person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee, submit an application in a form and manner prescribed by the division. The application shall include the information required by s. 217.05 (4) for any new key individuals who have not previously completed the requirements of s. 217.05 (4) for a licensee. Upon request, the division may permit an applicant under this section to submit information required in the application without using the nationwide multistate licensing system and registry.

(c) When an application under this subsection appears to include all the items and address all the matters that are required, the application is complete. The division shall promptly notify the applicant in a record of the date on which the application is determined to be complete.

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

(e) When an application is filed and considered complete under this subsection, the division 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. If the applicant utilizes a multistate licensing process, the division may accept the investigation results of another state.

(f) The division shall approve an acquisition of control under this subsection if the division finds all of the following:

1. The applicant has satisfied all applicable requirements of this subsection.

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 who 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.

(g) The division shall approve or deny the application within 60 days after the completion date. The division may for good cause extend the review period. Unless the review period has been extended, an application that is not approved or denied within 60 days after the completion date is deemed approved.

(h) The division shall issue a formal written notice of the denial of a license application within 30 days of the decision to deny the application. The division 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 division under this section may request a hearing under s. 227.44 within 30 days after the date of denial. The division may appoint a hearing examiner under s. 227.46 to conduct the hearing.

(i) The requirements of pars. (a) and (b) do not apply to any of the following:

1. A person who 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 who acquires control of a licensee by devise or descent.

3. A person who 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 who is exempt under s. 217.03 (1) (g) .

5. A person exempted from the requirements of this section by written determination of the division, if the division finds this exemption to be in the public interest.

6. A public offering of securities of a licensee or a person in control of a licensee.

7. An internal reorganization of a person in control of the licensee if the ultimate person in control of the licensee remains the same.

8. A person who has complied with and received approval to engage in money transmission under this chapter or was identified as a person in control in a prior application filed with and approved by the division or by an MSB-accredited state pursuant to a multistate licensing process, if all the following conditions are satisfied:

a. The person has not had a license revoked or suspended, and has not controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee, within the previous 5 years.

b. If the person is a licensee, the person is well-managed and received at least a satisfactory rating for compliance at its most recent examination by an MSB-accredited state, if a rating was given.

c. The licensee to be acquired and the person acquiring control, if the person acquiring control is a licensee, are each projected to meet the requirements of s. 217.10 after the acquisition of control is completed.

d. The licensee to be acquired and the person acquiring control, if the person acquiring control is a licensee, will not implement any material changes to their respective business plans as a result of the acquisition of control.

e. The person acquiring control, in cooperation with the licensee, provides notice of the acquisition and attests to the conditions of subd. 8. a. to d. in a form and manner prescribed by the division. If the notice is not disapproved within 30 days after the date on which the notice was determined by the division to be complete, the notice is deemed approved.

(j) A person who is exempt from the requirements of pars. (a) and (b) pursuant to par. (i) 2. , 3. , 4. , 6. , or 7. shall, in cooperation with the licensee, notify the division within 15 days after the acquisition of control. Notice shall be provided by updating the licensee’s record through the nationwide multistate licensing system and registry or in any other manner acceptable to the division.

(k) Before filing an application for approval to acquire control of a licensee, a person may request in writing a determination from the division as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the division determines that the person would not be a person in control of a licensee, the person is not subject to the requirements of pars. (a) and (b) .

(2) Change of key individuals.

(a) Upon adding or replacing any key individual, a licensee shall do all of the following:

1. No later than 15 days after the effective date of the key individual’s appointment, provide notice of the change in a manner acceptable to the division.

2. No later than 45 days after the effective date of the individual’s appointment, provide the information required by s. 217.05 (4) .

(b) The division may issue a notice of disapproval of a key individual if it finds that the competence, experience, character, or integrity of the individual indicates that it is not in the interest of the public or the customers of the licensee to permit the individual to be a key individual of the licensee. The notice of disapproval shall contain a statement of the basis for disapproval. An applicant whose application is denied by the division under this subsection may request a hearing under s. 227.44 within 30 days after the date of denial. The division may appoint a hearing examiner under s. 227.46 to conduct the hearing.

(c) If the notice of the change is not disapproved within 90 days after the date on which the requirements of par. (a) were determined to be complete, the key individual is deemed approved.

History: 2023 a. 267 .