Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 5 - OFFICE OF CONSUMER CREDIT COMMISSIONER › Chapter 84 - MOTOR VEHICLE INSTALLMENT SALES › Subchapter F - LICENSING › Section 84.605 - Change in Form or Proportionate Ownership

Current through Reg. 49, No. 28; July 12, 2024
(a) Organizational form. When any licensee or
				  parent of a licensee desires to change the organizational form of its business
				  (e.g., from proprietorship to corporation; or from corporation to limited
				  partnership), the licensee must advise the commissioner in writing of the
				  change within 14 calendar days by filing a license amendment and paying the
				  required fees as provided in §
										RSA 84.611 of this title
				  (relating to Fees). In addition, the licensee must submit a copy of the
				  relevant portions of the organizational document for the new entity (e.g.,
				  articles of incorporation; or articles of conversion and partnership agreement)
				  addressing the ownership and management of the new entity. Failure to meet the
				  application filing deadline does not invalidate transactions unless the agency
				  has obtained a contrary finding through the administrative process.
(b) Merger. A merger of a licensee is a
				  change of ownership that results in a new or different surviving entity and
				  requires the filing of a license transfer application or a new license
				  application on transfer of ownership pursuant to §
										RSA
				  84.604 of this title (relating to Transfer of
				  License; New License Application on Transfer of Ownership). If the merger of
				  the parent entity of a licensee that leads to the creation of a new entity or
				  results in a different surviving parent entity, the licensee must advise the
				  commissioner of the change in writing within 14 calendar days after the change,
				  by filing a license amendment and paying the required fees as provided in
				  §84.611. Mergers or transfers of other entities with a beneficial interest
				  beyond the parent entity level only require notification within 14 calendar
				  days. Failure to meet the application filing deadline does not invalidate
				  transactions unless the agency has obtained a contrary finding through the
				  administrative process.
(c)
				  Proportionate ownership.
(1) A change in
				  proportionate ownership that results in the exact same owners still owning the
				  business, and does not meet the requirements described in paragraph (2) of this
				  subsection, does not require a transfer. Such a proportionate change in
				  ownership does not require the filing of a license transfer application or a
				  new license application on transfer of ownership, but does require notification
				  when the cumulative ownership change to a single entity or individual amounts
				  to 10% or greater. No later than 14 calendar days following the actual change,
				  the licensee is required to notify the commissioner in writing of the change in
				  proportionate ownership by filing a license amendment and paying the required
				  fees as provided in §
											RSA 84.611 of this title.
				  This subsection does not apply to a legal entity that has filed with the OCCC
				  the most recent Form 10-K or 10-Q filing of the licensee or of the parent
				  entity, although a license transfer application or a new license application on
				  transfer of ownership may be required under §
											RSA
				  84.604 of this title.
(2) A proportionate change in which an owner
				  that previously held under 10% obtains an ownership interest of 10% or more,
				  requires a license transfer application or a new license application on
				  transfer of ownership under §
											RSA
				  84.604 of this title.
(3) Failure to meet the notification filing
				  deadline does not invalidate transactions unless the agency has obtained a
				  contrary finding through the administrative process.