- Except as provided in this Code section, no person shall become an ultimate equitable owner of any licensee through acquisition or other change in control or become an executive officer of a licensee as a result of such acquisition or other change in control unless the person has first received written approval for such acquisition, change in control, or designation as an executive officer from the department. In order to obtain such approval, such person shall:
- File an application with the department in such form as the department may prescribe from time to time;
- Provide such other information as the department may require concerning the financial responsibility, background, experience, and activities of the applicant, its directors and executive officers, if a corporation, and its members, if applicable, and of any proposed new directors, executive officers, members, or ultimate equitable owners of the licensee; and
- Pay such application fee as the department may prescribe.
- The department may prescribe additional requirements for approval of such acquisition, change in control, or designation as an executive officer as a result of such acquisition or other change in control through rules and regulations.
- If the application is denied, the department shall notify the applicant of the denial and the reasons for the denial.
- The application provisions of this Code section shall not apply to:
- An acquisition by a passive investor, provided that such person submits documentation to the department, in a form prescribed by the department, establishing that such person meets the criteria for a passive investor prior to such acquisition. The failure to provide acceptable documentation establishing that the person qualifies as a passive investor or to continuously satisfy the passive investor requirements shall require the filing of a change of control application; or
- An acquisition of a licensee by a person licensed by the department under this article, provided that:
- The person has not had a license revoked or suspended in any jurisdiction;
- The person is well-managed and has received at least a satisfactory rating for compliance and supervision at its most recent examination by the department or a state agency whose money transmitter regulatory program has been accredited by the appropriate governing authority;
- The resulting entity or entities are projected to meet the financial condition requirements established by this article;
- Neither the person nor the licensee to be acquired will implement any material changes to their respective business plans as a result of the acquisition; and
- The person provides the department with prior notice of the acquisition and attests to the requirements provided in this paragraph in a form prescribed by the department. If the department does not approve such notice of acquisition within 30 days of the date on which the notice was determined by the department to be complete, the notice is deemed approved. If the department disapproves such notice of acquisition, the acquiring person shall be required to file a change of control application.
History. Code 1981, § 7-1-688 , enacted by Ga. L. 2014, p. 251, § 1/HB 982; Ga. L. 2018, p. 214, § 19/HB 780; Ga. L. 2022, p. 220, § 32/HB 891.
The 2018 amendment, effective May 3, 2018, inserted “as a result of such acquisition or other change in control” in the first sentence of the introductory paragraph of subsection (a) and in subsection (b). See Editor’s notes for applicability.
The 2022 amendment, effective July 1, 2022, added subsection (d).
Editor’s notes.
Ga. L. 2018, p. 214, § 26(b)/HB 780, not codified by the General Assembly, provides that: “It is not the intent of the General Assembly to affect the law applicable to litigation pending as of March 9, 2018.”