N.H. Rev. Stat. § 399-G:13

Current through Chapter 378 of the 2024 Legislative Session

Section 399-G:13 - [Effective 10/22/2024] Acquisition of Control

I. Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain approval of the commissioner prior to acquiring control. An individual is not deemed to acquire control of a licensee and is not subject to these acquisition of control provisions when that individual becomes a key individual in the ordinary course of business.

II. A person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee:

(a) Submit information regarding the change in control as required by the commissioner through NMLS; and

(b) Submit a nonrefundable fee of $500 with the request for approval.

III. Upon request, the commissioner may permit a licensee or the person, or group of persons acting in concert, to submit some or all information required pursuant to paragraph II without using NMLS.

IV. The application required by paragraph II shall include information required by RSA 399-G:9 for any new key individuals that have not previously completed the requirements of that section for a licensee.

V. When an application for acquisition of control under this section appears to include all the items and address all of the matters that are required, the application shall be considered complete and the commissioner shall promptly notify the applicant in a record of the date on which the application was determined to be complete. The commissioner shall approve or deny the application within 60 days after the completion date. If the application is not approved or denied within 60 days after the completion date, the application shall be deemed approved and the person, or group of persons acting in concert, are not prohibited from acquiring control. The commissioner may for good cause extend the application period upon written agreement of the applicant.

VI. A determination by the commissioner that an application is complete and is accepted for processing means only that the application, on its face, appears to include all of the items and address all of the matters that are required, and is not an assessment of the substance of the application or of the sufficiency of the information provided.

VII. When an application is filed and considered complete, the commissioner shall investigate the financial condition and responsibility, financial and business experience, character, and general fitness of the person, or group of persons acting in concert, seeking to acquire control. The commissioner shall approve an acquisition of control pursuant to this section if the commissioner finds that all of the following conditions have been fulfilled:

(a) The requirements of this section have been met, as applicable; and

(b) The financial condition and responsibility, financial and business experience, competence, character, and general fitness of the person, or group of persons acting in concert, seeking to acquire control; and the competence, experience, character, and general fitness of the key individuals and persons that would be in control of the licensee after the acquisition of control indicate that it is in the interest of the public to permit the person, or group of persons acting in concert, to control the licensee.

VIII. If an applicant avails itself or is otherwise subject to a multistate licensing process:

(a) The commissioner is authorized and encouraged to accept the investigation results of a lead investigative state for the purpose of this section if the lead investigative state has sufficient staffing, expertise, and minimum standards; or

(b) If New Hampshire is a lead investigative state, the commissioner is authorized and encouraged to investigate the applicant pursuant to this section and the timeframes established by agreement through the multistate licensing process.

IX. The commissioner shall issue a formal written notice of the denial of an application to acquire control within 30 days of the decision to deny the application. The commissioner shall set forth in the notice of denial the specific reasons for the denial of the application. An applicant whose application is denied by the commissioner may appeal within 30 days after receipt of the written notice of the denial in accordance with the procedures set forth in RSA 541-A.

X. The requirements of paragraphs I and II do not apply to any of the following:

(a) A person that acts as a proxy for the sole purpose of voting at a designated meeting of the shareholders or holders of voting shares or voting interests of a licensee or a person in control of a licensee;

(b) A person that acquires control of a licensee by devise or descent;

(c) A person that acquires control of a licensee as a personal representative, custodian, guardian, conservator, or trustee, or as an officer appointed by a court of competent jurisdiction or by operation of law;

(d) A person that is exempt from licensure;

(e) A person that the commissioner determines by order is not subject to paragraph I based on the public interest;

(f) A public offering of securities of a licensee or a person in control of a licensee; or

(g) An internal reorganization of a person in control of the licensee where the ultimate person in control of the licensee remains the same.

XI. Persons in subparagraphs X(b)-(d) and (f)-(g) in cooperation with the licensee shall notify the commissioner within 15 days after the acquisition of control.

XII.

(a) The requirements of paragraphs I-II do not apply to a person that has complied with and received approval to engage in money transmission under this chapter or was identified as a person in control in a prior application filed with and approved by the commissioner or by an MSB accredited state pursuant to a multistate licensing process, provided that:

(1) The person has not had a license revoked or suspended or controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee in the previous 5 years;

(2) If the person is a licensee, the person is well managed and has received at least a satisfactory rating for compliance at its most recent examination by an MSB accredited state if such rating was given;

(3) The licensee to be acquired is projected to meet the requirements of this chapter relating to net worth, surety bond, and permissible investments after the acquisition of control is completed, and if the person acquiring control is a licensee, that licensee is also projected to meet such requirements after the acquisition of control is completed;

(4) The licensee to be acquired will not implement any material changes to its business plan as a result of the acquisition of control, and if the person acquiring control is a licensee, that licensee also will not implement any material changes to its business plan as a result of the acquisition of control; and

(5) The person provides notice of the acquisition in cooperation with the licensee and attests to subparagraphs (1)-(4) in a form and in a medium prescribed by the commissioner.

(b) If the notice is not disapproved within 30 days after the date on which the notice was determined to be complete, the notice is deemed approved.

XIII. Before filing an application for approval to acquire control of a licensee a person may request in writing a determination from the commissioner as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the commissioner determines that the person would not be a person in control of a licensee, the proposed person and transaction is not subject to the requirements of this section.

XIV. If a multistate licensing process includes a determination pursuant to paragraph XIII and an applicant avails itself or is otherwise subject to the multistate licensing process:

(a) The commissioner is authorized and encouraged to accept the control determination of a lead investigative state with sufficient staffing, expertise, and minimum standards for the purpose of paragraph XIII; or

(b) If New Hampshire is a lead investigative state, the commissioner is authorized and encouraged to investigate the applicant pursuant to paragraph XIII and the timeframes established by agreement through the multistate licensing process.

RSA 399-G:13

Amended by 2024, 368:1, eff. 10/22/2024.

Amended by 2021 , 51: 5, eff. 7/24/2021.

Amended by 2019 , 168: 19, eff. 9/8/2019.

Amended by 2015 , 258: 1, eff. 1/1/2016.

Amended by 2013 , 257: 26, eff. 9/22/2013.

2015, 258 : 1 , eff. Jan. 1, 2016. 2019, 168 : 19 , eff. Sept. 8, 2019. 2021, 51 : 5 , eff. July 24, 2021.

This section is set out more than once due to postponed, multiple, or conflicting amendments.