| (a) Organizational form. When any licensee or parent
of a licensee desires to change the organizational form of its business
(e.g., 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 §89.310 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 §89.303 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 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 §89.310.
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, does
not require a transfer. Such a proportionate change in ownership does
not require the filing of a transfer application, 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 OCCC in writing of the change in proportionate ownership by filing
a license amendment and paying the required fees as provided in §89.310
of this title. 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 §89.303 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
for ownership under §89.303 of this title.
|
| Source Note: The provisions of this §89.304 adopted to be effective November 8, 2007, 32 TexReg 7919; amended to be effective July 5, 2012, 37 TexReg 4874; amended to be effective November 9, 2017, 42 TexReg 6131 |
