2023 CODE OF GEORGIA › Title 7 - BANKING AND FINANCE (§§ 7-1-1 — 7-9-13) › Chapter 1 - FINANCIAL INSTITUTIONS (§§ 7-1-1 — 7-1-1138) › Article 4 - SALE OF PAYMENT INSTRUMENTS OR THE TRANSMISSION OF MONEY (§§ 7-1-680 — 7-1-698) › Section 7-1-688 - Approval required of new ultimate equitable owner, other change of control, or executive officer of licensee; denial of application; application of statute

(a)
Except as provided in this Code section, no person or group of persons acting in concert shall become an ultimate equitable owner of any licensee through acquisition or other change in control or become an executive officer of a licensee as a result of such acquisition or other change in control unless the person or group of persons acting in concert has first received written approval for such acquisition, change in control, or designation as an executive officer from the department. In order to obtain such approval, such person or group of persons acting in concert shall:
(1)
File an application with the department in such form as the department may prescribe from time to time;
(2)
Provide such other information as the department may require concerning the financial responsibility, background, experience, and activities of the applicant, its directors and executive officers, if a corporation, and its members, if applicable, and of any proposed new directors, executive officers, members, or ultimate equitable owners of the licensee; and
(3)
Pay such application fee as the department may prescribe.
(b)
The department may prescribe additional requirements for approval of such acquisition, change in control, or designation as an executive officer as a result of such acquisition or other change in control through rules and regulations.
(c)
If the application is denied, the department shall notify the applicant of the denial and the reasons for the denial.
(d)
The application provisions of this Code section shall not apply to:
(1)
An acquisition by a passive investor, provided that such person submits documentation to the department, in a form prescribed by the department, establishing that such person meets the criteria for a passive investor prior to such acquisition. The failure to provide acceptable documentation establishing that the person qualifies as a passive investor or to continuously satisfy the passive investor requirements shall require the filing of a change of control application;
(2)
An acquisition of a licensee by a person licensed by the department under this article, provided that:
(A)
The person has not had a license revoked or suspended in any jurisdiction;
(B)
The person is well-managed and has received at least a satisfactory rating for compliance and supervision at its most recent examination by the department or a state agency whose money transmitter regulatory program has been accredited by the appropriate governing authority;
(C)
The resulting entity or entities are projected to meet the financial condition requirements established by this article;
(D)
Neither the person nor the licensee to be acquired will implement any material changes to their respective business plans as a result of the acquisition; and
(E)
The person provides the department with prior notice of the acquisition and attests to the requirements provided in this paragraph in a form prescribed by the department. If the department does not approve such notice of acquisition within 30 days of the date on which the notice was determined by the department to be complete, the notice is deemed approved. If the department disapproves such notice of acquisition, the acquiring person shall be required to file a change of control application; or
(3)
A change of control of a licensee under any of the following circumstances, provided that the licensee provides written notice to the department no later than ten business days after the effective date of the change:
(A)
A designation of a person to act as a proxy for the sole purpose of voting at a designated meeting of the shareholders or holders of voter shares or voting interests of a licensee or person in control of a licensee;
(B)
An acquisition of an interest in a licensee by a person by bequest, descent, or survivorship;
(C)
An acquisition of an interest in a licensee by a person as a personal representative, custodian, guardian, conservator, or trustee, as an officer appointed by a court of competent jurisdiction, or by operation of law;
(D)
An acquisition of an interest in a licensee by a person that is exempt from licensure pursuant to Code Section
7-1-682
;
(E)
A public offering of securities of a licensee or person in control of a licensee; or
(F)
An internal reorganization of a person in control of a licensee where the person in control of the licensee remains the same.
(e)
If the department determines that any person acquiring control of a licensee pursuant to subparagraph (d)(3)(A), (d)(3)(B), or (d)(3)(C) of this Code section does not meet the requirements of subsection (b) or (c) of Code Section
7-1-684
, the department may require the filing of a change in control application as provided in this Code section.
Amended by 2023 Ga. Laws 348,§ 27, eff. 7/1/2023.
Added by 2022 Ga. Laws 748,§ 32, eff. 7/1/2022.
Amended by 2018 Ga. Laws 339,§ 19, eff. 5/3/2018.
Added by 2014 Ga. Laws 532,§ 1, eff. 7/1/2014.