(a) Organizational form. When any licensee or parent
of a licensee changes the organizational form of its business (e.g.,
from corporation to limited partnership), the licensee must advise
the commissioner of the change in writing within 10 calendar days
after the change, by filing a license amendment and paying the required
fees as provided in §83.3010 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 conversion and partnership agreement) 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 §83.3003 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 commissioner
of the change in writing within 10 calendar days after the change,
by filing a license amendment and paying the required fees as provided
in §83.3010 of this title. Mergers or transfers of other entities
with a beneficial interest beyond the parent entity level only require
notification within 10 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, 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 10 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 §83.3010
of this title. This section 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 §83.3003 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 §83.3003 of this title.
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Source Note: The provisions of this §83.3004 adopted to be effective November 10, 2011, 36 TexReg 7518; amended to be effective March 10, 2016, 41 TexReg 1673; amended to be effective January 5, 2017, 41 TexReg 10563 |