2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle E - Other Financial Businesses › Chapter 152 - Regulation of Money Services Businesses › Subchapter D. Acquisition of Control and Change of Key Individual › Section 152.151. Acquisition of Control

Sec. 152.151.  ACQUISITION OF CONTROL.  (a)  A person or group of persons acting in concert seeking to acquire control of a money services licensee must obtain written approval from the commissioner before acquiring control.  An individual is not considered to acquire control of a money services licensee and is not subject to the acquisition of control provisions of this subchapter if 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 money services licensee shall, in cooperation with the licensee, submit:
(1)  an application in a form and medium prescribed by the commissioner; and
(2)  a nonrefundable fee in the amount established by commission rule.
(c)  On request, the commissioner may permit a money services licensee or the person or group of persons acting in concert to submit some or all information required by the commissioner under Subsection (b)(1) without using the NMLS.
(d)  The application required by Subsection (b)(1) must include information required by Section 152.105 for any new key individual that has not previously completed the requirements of Section 152.105 for the money services licensee.
(e)  When an application for acquisition of control under this section appears to include all the items and address all of the matters that are required, the application is considered complete and the commissioner shall promptly notify the applicant in writing of the date on which the application was determined to be complete.
(f)  The commissioner shall approve or deny the application not later than the 60th day after the completion date.  If the application is not approved or denied before the 61st day after the completion date, the application is approved and the person or group of persons acting in concert are not prohibited from acquiring control.  The commissioner may extend the application period for good cause.
(g)  A determination by the commissioner under Subsection (e) that an application is complete and is accepted for processing is not an assessment of the substance of the application or of the sufficiency of the information provided.  That determination means only that the application, on its face, appears to include all of the items and address all of the matters that are required under Subsection (b).
(h)  When an application is filed and considered complete under Subsection (e), the commissioner 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.
(i)  The commissioner shall approve an acquisition of control under this section if the commissioner finds that:
(1)  the requirements of Subsections (b) and (d) have been met, as applicable; and
(2)  it is in the interest of the public to permit the person or group of persons acting in concert to control the money services licensee, considering:
(A)  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
(B)  the experience, competence, character, and general fitness of the key individuals and persons that would be in control of the money services licensee after the acquisition of control.
(j)  If an applicant participates in or is subject to a multistate licensing process:
(1)  the commissioner may accept the investigation results of a lead investigative state for the purpose of Subsection (h) if the lead investigative state has sufficient staffing, expertise, and minimum standards; or
(2)  if this state is a lead investigative state, the commissioner may investigate the applicant under Subsection (h) and the time frames established by agreement through the multistate licensing process, provided that the time frame complies with the period in Subsection (f).
(k)  If the commissioner determines that a proposed person in control fails to meet the qualifications or satisfy the requirements of this chapter, the commissioner shall inform the money services licensee and the proposed person in control in writing that the application is denied and state the reasons for the denial.  The money services licensee or the proposed person in control may appeal the denial by filing a written request for a hearing with the commissioner not later than the 30th day after the date the notice is mailed.  A hearing on the denial must be held not later than the 45th day after the date the commissioner receives the written request unless the administrative law judge extends the period for good cause or the parties agree to a later hearing date.  The hearing is considered a contested case hearing and is subject to Section 152.451.
(l)  The requirements of Subsections (a) and (b) do not apply to:
(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 money services licensee or a person in control of a money services licensee;
(2)  a person who acquires control of a money services licensee by devise or descent;
(3)  a person who acquires control of a money services 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 Section 152.004(7);
(5)  a person who the commissioner determines is not subject to Subsection (a) based on the public interest;
(6)  a public offering of securities of a money services licensee or a person in control of a money services licensee; or
(7)  an internal reorganization of a person in control of the money services licensee resulting in the same person remaining in control of the licensee.
(m)  A person to whom Subsections (a) and (b) do not apply under Subsection (l)(2), (3), (4), (6), or (7) shall, in cooperation with the money services licensee, notify the commissioner not later than the 15th day after the date of the acquisition of control of the person's grounds for not complying with Subsection (a) or (b).
Added by Acts 2023, 88th Leg., R.S., Ch. 277 (S.B. 895), Sec. 1.01, eff. September 1, 2023.