|
|
|
|
|
Section
151.605 – MSB Change of Control Filing Requirements
Section
151.605 of the Texas Finance Code (the Code) states that a
person or group of persons acting in concert obtain the written
approval of the Commissioner prior to directly or indirectly acquiring
control of a license holder. See 151.605(g) for the statutory exemption
from the approval requirement. Please note, that even in the case
of an exemption a notice filing is required. The same standards
and qualifications for a new license apply. Applications must be
received at least 45 days in advance of the proposed date of acquisition.
To whom does this Section apply?
- Generally, any person, legal or natural, or group acting in
concert who owns or controls 25% or more of either the license
holder or an entity that controls the license holder.
What information is required?
- General summary including background and experience in the
money services business and detail on shareholder(s) to be effected.
- If the corporate entity is a proposed controlling shareholder
provide:
- Same documentation as a new applicant.
- Information on principals. See Appendix A - Supplemental
Forms located in the respective Money Transmission or
Currency Exchange License Application.
- If natural person is proposed controlling shareholder, information
on the individual.
- Explain changes to the Business Plan and/or corporate structure
of the licensee.
- Pro forma financial statement, including assumptions, that
shows the effect on the licensee.
- Outline proposed changes in the Board and executive officers,
and include required forms. See Appendix A - Supplemental
Forms located in the respective Money Transmission or
Currency Exchange License Application.
What are the fees for review of a change of control application?
- The fee is found in 7 TAC §33.27(f).
- Basic fee is $600 plus hourly charge of $75 for review in excess
of eight employee hours.
Are there any exceptions? See 151.605(g) for details of exemptions
and 151.605(h) for applicability.
- Generally, an exemption exists for a person that:
- has control for a limited purpose, e.g. proxies at a designated
meeting, as custodian, etc.;
- was previously approved as a control person;
- acquired control by devise or descent; or
- obtained control through a public offering.
What if I am unsure?
- Section 151.605(i) provides a process for review of the proposed
transaction and a decision is rendered.
- Fee for review $300, plus hourly charge.
If you have any questions, contact the Corporate
Activities Division.
|
|
|
