2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 3 - Business Regulations Generally (§§ 2001-2016 — 4196) › Chapter 303B - Money Service Business Regulatory Act (§§ 2581 — 2633) › Subchapter V - Additional Responsibilities and Prohibitions (§§ 2621 — 2623) › § 2623 - Transfer of control or interest

(a) No sale, acquisition, assignment, transfer, exchange, or any other type of conveyance or acquisition of voting capital stock issued by any corporation, or of partnership interest, engaged in the money service business in Puerto Rico under this chapter, and which results in the control or the transfer of control of said corporation or partnership shall be carried out, nor shall any partial or total sale, assignment, exchange, or any other type of transfer of an individual business be carried out until the owner, president, or any other authorized executive officer of said entity has notified the Commissioner of the details of the proposed operation and obtained his/her approval.
For purposes of this section, the term “control” shall mean the power to exercise a controlling influence, either directly or indirectly, over the management or policies of a money services corporation or partnership. A change in control of voting stock that results in direct or indirect ownership of less than ten percent (10%) of outstanding voting stock by a stockholder or affiliate stockholder or of less than ten percent (10%) of the partnership interest, whether directly or indirectly, of a partnership engaged in the money service business shall not be deemed a change of control.
Should there be any doubts with regards to whether an operation results in the control or change of control of a corporation or partnership, the pertinent information shall be submitted to the Commissioner, who shall determine whether the proposed transaction constitutes a change of control.
(b) Any sale, assignment, merger, barter, exchange, or any other transfer of voting capital stock, interest, or share in the capital of a licensee that constitutes a change of control shall be void without the prior written authorization of the Commissioner.
In the event of a change of control, the licensee shall notify the Commissioner, thirty (30) days in advance of any proposed transactions, the identity of both the transferor and the acquirer and the nature of the transaction, as well as remit the payment of the investigation costs.
Notice to the Commissioner shall contain information about the number of voting stock and the amount of partnership interest involved in the operation, the name and address of the seller or assignor and the buyer or assignee, the purchasing price, the number of voting stock or the distributive share of the seller and the buyer or assignee, and the number of outstanding voting stock issued by the corporation or partnership interest as of the date on which the proposed operation is carried out.
Upon receiving notice of a proposed transaction that results in the control or change of control of a money services corporation or partnership, it shall be the duty of the Commissioner to conduct the investigation he/she deems necessary in terms of:
(1) The reputation, experience, and financial responsibility of the buyer or assignor;
(2) if such reputation, experience, and financial responsibility warrant the belief that the business will be conducted soundly, legally, and fairly within the purposes of this chapter, and
(3) if the proposed change shall promote the convenience and advantage of the community in which the business is to be conducted and is in the public interest.
(c) The Commissioner may require such additional information as he/she deems pertinent to determine whether the transaction would jeopardize the financial safety or stability of the licensee or if it would violate any applicable law, rule, or regulation, in which case the Commissioner may deny the authorization. Any person to whom authorization is denied shall be entitled to request a hearing pursuant to §§ 2001 et seq. of Title 7, and §§ 2101 et seq. of Title 3, known as the “Uniform Administrative Procedures Act”.
The Commissioner shall issue the corresponding authorization within a term of sixty (60) days from the date of receipt of all the documentation related to the change of control of the money service corporation or partnerships if the outcome of such investigations is satisfactory.
History —Sept. 21, 2010, No. 136, § 5.3, eff. 60 days after Sept. 21, 2010.