Section 83.3004 - Change in Form or Proportionate Ownership(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 § RSA 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 § RSA 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 § RSA 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 § RSA 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 § RSA 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 § RSA 83.3003 of this title.7 Tex. Admin. Code § 83.3004
The provisions of this §83.3004 adopted to be effective November 10, 2011, 36 TexReg 7518; Amended by Texas Register, Volume 41, Number 10, March 4, 2016, TexReg 1676, eff. 3/10/2016; Amended by Texas Register, Volume 41, Number 53, December 30, 2016, TexReg 10565, eff. 1/5/2017