Section 28-8-4.1-601 - Acquiring control of licensee; application to department; time frame for approval or denial; conditions for approval; applicant subject to multistate licensing process; written notice of denial; exempt persons and transactions; advance determination of control status(a) Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain the written approval of the department before acquiring control. An individual:(1) is not considered to acquire control of a licensee; and(2) is not subject to the acquisition of control provisions set forth in this chapter; when that individual becomes a key individual in the ordinary course of business.
(b) A person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee, submit:(1) an application in a form and by a medium prescribed by the director; and(2) a nonrefundable fee, as determined by the department, with the request for approval.(c) Upon request, the director may permit a licensee or:(2) group of persons acting in concert; seeking to acquire control of the licensee, to submit some or all information required in an application under subsection (b)(1) without using the NMLS.
(d) The application required under subsection (b)(1) shall include information required by section 504 of this chapter for any new key individuals that have not previously completed the requirements of section 504 of this chapter for a licensee.(e) Subject to subsection (f), when an application for acquisition of control appears to include all the items, and to address all the matters, that are required for an application for change in control, as determined by the director, the application is considered complete, and the director shall promptly notify the applicant, in a record, of the date on which the application is determined to be complete, and: (1) the department shall approve or deny the application not later than sixty (60) days after the completion date, as determined in accordance with this subsection; or(2) if the application is not approved or denied not later than sixty (60) days after the completion date: (A) the application is considered approved; and(B) the person, or group of persons acting in concert, seeking to acquire control of the licensee are not prohibited from acquiring control. However, the director may for good cause extend the sixty (60) day period described in this subsection.
(f) A determination by the director that an application is complete and is accepted for processing means only that the application, on its face, appears to: (1) include all of the items; and(2) address all of the matters; that are required for an application for acquisition of control under this chapter, and is not an assessment of the substance of the application or of the sufficiency of the information provided.
(g) When an application is filed and considered complete under subsection (e), the director 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 department shall approve an acquisition of control under this section if the department finds that all of the following conditions have been met:(1) The requirements set forth in subsections (b) and (d) have been met, as applicable.(2) Both the: (A) 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(B) 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.
(h) If an applicant avails itself or is otherwise subject to a multistate licensing process: (1) the director may accept the investigation results of a lead investigative state for the purpose of subsection (g) if the lead investigative state has sufficient staffing, expertise, and minimum standards; or(2) if Indiana is a lead investigative state, the director may investigate the applicant pursuant to subsection (g) and to the time frames established by agreement through the multistate licensing process.(i) The department shall issue a formal written notice of the denial of an application to acquire control not later than thirty (30) days after the decision to deny the application. The department 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 department under this subsection may appeal the denial to the department for an administrative review under IC 4-21.5-3.(j) The requirements of subsections (a) and (b) do not apply to any of the following:(1) A person that acts as a proxy for the sole purpose of voting at a designated meeting of the:(B) holders of voting shares; or(C) voting interests; of a licensee or a person in control of a licensee.
(2) A person that acquires control of a licensee as a conservator or as an officer appointed by a court of competent jurisdiction or by operation of law.(3) A person that is exempt under section 301(7) of this chapter.(4) A person that the director determines is not subject to subsection (a) based on the public interest.(5) A public offering of securities of a licensee or of a person in control of a licensee.(6) An internal reorganization of a person in control of the license if the ultimate person in control of the licensee remains the same.(k) A person described in subsection (j)(2), (j)(3), (j)(5), or (j)(6), in cooperation with the licensee, shall notify the director not later than fifteen (15) days after the acquisition of control.(l) The requirements of subsections (a) and (b) do not apply to a person that has complied with, and received approval to engage in money transmission under, this chapter or that was identified as a person in control in a prior application filed with and approved by the department or by an MSB accredited state pursuant to a multistate licensing process, if all of the following apply:(1) The person has not:(A) had a license revoked or suspended; or(B) controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee; in the most recent five (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 a rating was given.(3) The licensee to be acquired is projected to meet the requirements of sections 1001, 1002, and 1003 of this chapter after the acquisition of control is completed, and if the person acquiring control is a licensee, that licensee is also projected to meet the requirements of sections 1001, 1002, and 1003 of this chapter 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, the person acquiring also will not implement any material changes to its business plan as a licensee as a result of the acquisition of control.(5) The person provides notice of the acquisition in cooperation with the licensee and attests to meeting the requirements set forth in subdivisions (1) through (4) in a form and by a medium prescribed by the director. If the notice described in subdivision (5) is not disapproved within thirty (30) days after the date on which the notice is determined to be complete by the director, the notice is considered approved.
(m) Before filing an application for approval to acquire control of a licensee, a person may request in writing a determination from the director as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the director 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 subsections (a) and (b).(n) If a multistate licensing process includes a determination described in subsection (m), and an applicant avails itself or is otherwise subject to the multistate licensing process: (1) the director may accept the control determination of a lead investigative state with sufficient staffing, expertise, and minimum standards for the purpose of subsection (m); or(2) if Indiana is a lead investigative state, the director may investigate the applicant pursuant to subsection (m) and to the time frames established by agreement through the multistate licensing process.Added by P.L. 198-2023,SEC. 4, eff. 1/1/2024.