| (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 §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 §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 §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 §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 §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.
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| Source Note: The provisions of this §84.605 adopted to be effective May 8, 2008, 33 TexReg 3576; amended to be effective November 8, 2012, 37 TexReg 8780; amended to be effective May 5, 2016, 41 TexReg 3120 |
