| (a) Organizational form. When any licensee or parent
of a licensee desires to change the organizational form of its business
(e.g., from sole proprietorship to corporation) that results in the
exact same individuals or entities still owning the business, the
licensee must advise the OCCC in writing of the change within 14 calendar
days by filing a license amendment and paying the required fees as
provided in §85.211 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) addressing
the ownership and management of the new entity.
(b) Merger.
(1) If a licensee is a party to a merger that results
in a new or different surviving entity other than the licensee, then
the merger is a transfer of ownership, and the licensee must file
a license transfer application or a new license application on transfer
of ownership pursuant to §85.205 of this title (relating to Transfer
of License; New License Application on Transfer of Ownership).
(2) If a licensee's parent entity is a party to a merger
that leads to the creation of a new entity or results in a different
surviving parent entity, the licensee must advise the OCCC in writing
of the change within 14 calendar days by filing a license amendment
and paying the required fees as provided in §85.211 of this title.
(3) Mergers or transfers of other entities with a beneficial
interest beyond the parent entity level only require notification
within 14 calendar days in accordance with the OCCC's instructions.
(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 or
the requirements of §85.205(b)(3)(D) or (E) of this title, 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 written
notification to the OCCC when the cumulative ownership change to a
single entity or individual amounts to 5% or greater. This subsection
does not apply to a publicly held corporation that has filed with
the OCCC the most recent 10K or 10Q filing of the licensee or the
publicly held parent corporation, although a license transfer application
or a new license application on transfer of ownership may be required
under §85.205 of this title.
(2) A proportionate change in which an owner that previously
held under 5% obtains an ownership interest of 5% or more, requires
a transfer under §85.205 of this title.
(d) Notice deadline. A notice filed in connection
with a change in proportionate ownership may be filed in advance but
must be filed with the OCCC no later than 10 calendar days following
the actual change.
|
| Source Note: The provisions of this §85.208 adopted to be effective June 7, 2010, 35 TexReg 3471; amended to be effective July 1, 2014, 39 TexReg 3392; amended to be effective January 1, 2017, 41 TexReg 8815 |
