Section 85.208 - Change in Form or Proportionate Ownership(a) Organizational form. When any licensee or parent of a licensee desires to change the organizational form of its business (e.g., from sole proprietorship to corporation) that results in the exact same owners still owning the business, the licensee must advise the OCCC in writing of the change within 14 calendar days by filing a license amendment and paying the required fees as provided in §85.211 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 incorporation) 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 85.205 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 in writing of the change within 14 calendar days by filing a license amendment and paying the required fees as provided in § RSA 85.211 of this title.(3) 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 or the requirements of § RSA 85.205(b)(3)(D) or (E) of this title, 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 written notification to the OCCC when the cumulative ownership change to a single entity or individual amounts to 5% or greater. 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 § RSA 85.205 of this title.(2) A proportionate change in which an owner that previously held under 5% obtains an ownership interest of 5% or more, requires a transfer under §85.205 of this title. (d) Notice deadline. A notice filed in connection with a change in proportionate ownership may be filed in advance but must be filed with the OCCC no later than 10 calendar days following the actual change.7 Tex. Admin. Code § 85.208
The provisions of this §85.208 adopted to be effective June 7, 2010, 35 TexReg 3471; amended to be effective July 1, 2014, 39 TexReg 3397; Amended by Texas Register, Volume 41, Number 45, November 4, 2016, TexReg 8818, eff. 1/1/2017