2023 California Code › Financial Code - FIN › DIVISION 1.25 - Digital Financial Assets Businesses › CHAPTER 3 - Examination › Section 3309.

3309. (a) For purposes of this section, “proposed person to be in control” means the person that would control a licensee after a proposed transaction that would result in a change in control of the licensee.
(b) The following rules apply in determining whether a person has control over a licensee:
(1) There is a rebuttable presumption of control if a person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the then outstanding voting securities issued by the licensee.
(2) A person has control over a licensee if the person’s voting power in the licensee constitutes or will constitute at least 25 percent of the total voting power of the licensee.
(3) A person has control over a licensee if the person’s voting power in another person constitutes or will constitute at least 10 percent of the total voting power of the other person and the other person’s voting power in the licensee constitutes at least 10 percent of the total voting power of the licensee.
(4) A person does not have control over a licensee solely because that person is an executive officer of the licensee.
(c) Before a proposed change in control of a licensee, the proposed person to be in control shall submit to the department in a record both of the following:
(1) An application in a form and medium prescribed by the department.
(2) The information and records that Section 3203 would require if the proposed person to be in control already had control of the licensee.
(d) The department shall not approve an application unless the commissioner finds all of the following:
(1) The proposed person to be in control and all executive officers of the proposed person to be in control, if any, are of good character and sound financial standing.
(2) The proposed person to be in control is competent to engage in the business of digital financial business activity.
(3) It is reasonable to believe that, if the person acquires control of the licensee, the proposed person to be in control and the licensee will comply with all applicable provisions of this division and any regulation or order issued under this division.
(4) The proposed person to be in control plans, if any, to make any major change in the business, corporate structure, or management of the licensee are not detrimental to the safety and soundness of the licensee.
(e) The department, in accordance with Section 3203, shall approve, approve with conditions, or deny an application for a change in control of a licensee. The department, in a record, shall send notice of its decision to the licensee and the person that would be in control if the department had approved the change in control. If the department denies the application, the licensee shall abandon the proposed change in control or cease digital financial asset business activity with or on behalf of residents.
(f) If the department applies a condition to approval of a change in control of a licensee, and the department does not receive notice of the applicant’s acceptance of the condition specified by the department not later than 31 days after the department sends notice of the condition, the application is deemed denied. If the application is deemed denied, the licensee shall abandon the proposed change in control or cease digital financial asset business activity with, or on behalf of, residents.
(g) The department may revoke or modify a determination under subdivision (d), after notice and opportunity to be heard, if, in its judgment, revocation or modification is consistent with this division.
(h) If a change in control of a licensee requires approval of an agency of the state, and the action of the other agency conflicts with that of the department, the department shall confer with the other agency. If the proposed change in control cannot be completed because the conflict cannot be resolved, the licensee shall abandon the change in control or cease digital financial asset business activity with, or on behalf of, residents.
(Added by Stats. 2023, Ch. 792, Sec. 1. (AB 39) Effective January 1, 2024.)