2023 New York Laws › BNK - Banking › Article 9 - Licensed Lenders › 344 - Issuance of License Upon Acquisition of Business of Licensed Lender.

§ 344.  Issuance  of  license upon acquisition of business of licensed
  lender. 1. Prior to any acquisition, by merger, consolidation,  purchase
  of  assets  or  otherwise, except by purchase of stock, of the assets or
  business, or a substantial  part  thereof,  of  a  licensee  under  this
  article,  the  person desirous of continuing to maintain and operate any
  place of business theretofore maintained and operated by  such  licensee
  and   each   person  who  controls  such  person  shall  file  with  the
  superintendent, for all such places of  business,  one  application,  in
  such  form  and  containing  such information, including the information
  required under section three hundred forty-one of this article,  as  the
  superintendent  may require. At the time of making such application, the
  applicants shall pay to the  superintendent  an  investigation  fee,  as
  prescribed  pursuant to section eighteen-a of this chapter if the person
  desirous of continuing to maintain and operate such places  of  business
  is  already  licensed  under  this article, or, if such person is not so
  licensed,  an  investigation  fee  as  prescribed  pursuant  to  section
  eighteen-a   of   this   chapter.   If  such  person  is  licensed,  the
  superintendent shall amend the license accordingly within thirty days if
  it is found that the acquisition is in accordance with the  purposes  of
  this  article.  If such person is not licensed, the superintendent shall
  determine whether the financial responsibility,  experience,  character,
  and general fitness of the applicants, and of the members thereof if any
  applicant  be  a  partnership  or  association,  and  of  the  officers,
  directors and controlling stockholders thereof if  any  applicant  be  a
  corporation,  are such as to command the confidence of the community and
  to warrant belief that the business will be operated  honestly,  fairly,
  and   efficiently   within   the   purpose   of  this  article  and  the
  superintendent shall approve or deny such application within ninety days
  of  the  filing  thereof.  If  the   superintendent   disapproves   such
  application,  or,  if no such application has been made, the license for
  each such  place  of  business  shall  become  null  and  void  and  the
  applicants  or  licensee,  whoever  has possession of each such license,
  shall forthwith surrender the  license  theretofore  in  effect  to  the
  superintendent.  If  the  superintendent  approves such application, the
  person being acquired shall surrender to the superintendent the  license
  theretofore   in  effect  for  each  such  place  of  business  and  the
  superintendent shall issue and transmit one copy of  a  new  license  to
  maintain  and operate each such place of business to the person desirous
  of continuing to maintain and operate such place of  business  and  file
  another copy in the department.
As  used  in  this  subdivision one, (a) the term "person" includes an
  individual,  partnership,  corporation,   association   or   any   other
  organization  and  (b) the term "control" means the possession, directly
  or indirectly, of the power to direct or  cause  the  direction  of  the
  management  and  policies of a person, whether by means of the ownership
  of the voting stock or equity interests of such person or of one or more
  persons controlling such persons, by means of a contractual arrangement,
  or otherwise. Control shall be presumed to exist if any person  directly
  or  indirectly  owns,  controls  or holds with the power to vote ten per
  centum or more of the voting stock or equity  interests  of  the  person
  desirous  of  continuing  to  maintain and operate a licensee's place of
  business or of any entity which directly  or  indirectly  controls  such
  person.  The  superintendent  may, upon the application of a licensee or
  any such person or entity,  determine  whether  or  not  the  ownership,
  control  or holding of such voting stock or equity interests constitutes
  or would constitute control for purposes of this subdivision.
2. The transfer by operation of law  to  a  legal  representative,  as
  hereinafter  defined, of the assets or business of a licensee under this

  article, or a  substantial  part  thereof,  shall  not,  to  the  extent
  hereinafter  provided,  be  deemed  an acquisition within the meaning of
  this section. Such legal representative, if duly  qualified  to  act  in
  this  state,  may continue to maintain and operate any place of business
  theretofore maintained and operated by such licensee, subject to all the
  provisions of this chapter including the payment of license fees, for  a
  period of not more than six months from the date of his qualification as
  legal  representative  and  for  such  additional  period of time as the
  superintendent may prescribe in writing. During such period,  the  legal
  representative  shall  be  deemed  a  licensee  under  this article. The
  appointment and qualification of a successor to the legal representative
  shall not, without the approval of the superintendent, operate to extend
  such period.
Each such legal representative shall promptly  following  his  or  her
  appointment file with the superintendent a certificate or duly certified
  copy  of  an order of the court to evidence his authority to acquire the
  assets of the licensee and to maintain and operate the business thereof.
  If a legal representative desires to continue to  maintain  and  operate
  any  place  of  business  theretofore  maintained  and  operated  by the
  licensee he or she shall, prior to the  expiration  of  such  six  month
  period  or  any extension thereof prescribed by the superintendent, file
  an application pursuant to this section  and  comply  with  all  of  the
  provisions  of  this  chapter. The investigation fee payable upon filing
  such application shall be as prescribed pursuant to  section  eighteen-a
  of this chapter.
The  term  "legal  representative,"  for the purposes of this section,
  shall mean one duly appointed by a court of competent jurisdiction as an
  executor, administrator, trustee, committee,  conservator  or  receiver,
  including  one  who succeeds a legal representative and one acting in an
  ancillary capacity thereto in accordance with  the  provisions  of  such
  court appointment.
If any provision of this section, or the application of such provision
  to  any  individual, company, corporation or circumstance, shall be held
  invalid, the remainder of this section, and the application  thereof  to
  anyone  other  than  the  one  to which it is held invalid, shall not be
  affected thereby.