§ 2107 — Change of control

(a) Any person or group of persons acting in concert shall submit a request to the Commissioner and shall obtain the approval of the Commissioner prior to acquiring control. If the person or group of persons is seeking to acquire control of a money transmitter licensee, the person or group of persons shall submit with the request a nonrefundable fee of $500.00. An individual is not deemed to acquire control of a licensee and is not subject to this section when that individual becomes a key individual in the ordinary course of business.
(b) The request required by subsection (a) of this section shall include all information required for the person or group of persons seeking to acquire control and all new key individuals that have not previously submitted the application requirements contained in section 2102 of this chapter.
(c) The Commissioner shall approve a request for change of control under subsection (a) of this section if, after investigation, the Commissioner determines that the person or group of persons requesting approval has the financial condition and responsibility, competence, experience, character, and general fitness to control and operate the licensee in a lawful and proper manner, and that the interests of the public will not be jeopardized by the change of control.
(d) The Commissioner shall approve or deny a request for change of control not later than 60 days after a complete request is filed and notify the licensee of the decision in a record. The Commissioner for good cause may extend the review period.
(e) The following persons are exempt from the prefiling requirements of subsection (a) of this section, but the licensee shall notify the Commissioner of the change of control and request the Commissioner’s approval using the standards in subsection (b) of this section for a change of control:
(1) a person that acts as a proxy for the sole purpose of voting at a designated meeting of the security holders or holders of voting interests of a licensee or person in control of a licensee;
(2) a person that acquires control of a licensee by devise or descent;
(3) a person that acquires control 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; and
(4) a person that the Commissioner, by rule or order, exempts in the public interest.
(f) Subsection (a) of this section does not apply to public offerings of securities.
(g) Before filing a request for approval to acquire control, a person may request in a record 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 Commissioner shall enter an order to that effect, and the proposed person and transaction is not subject to the requirements of subsections (a) through (c) of this section.
(h) If an applicant avails itself or is otherwise subject to a multistate licensing process:
(1) the Commissioner is authorized to accept the investigation results of a lead investigative state for the purposes of reaching the findings in subsections (c) of this section if the lead investigative state has sufficient staffing, expertise, and minimum standards; or
(2) if Vermont is a lead investigative state, the Commissioner is authorized to investigate the applicant pursuant to subsection (c) of this section. (Added 2019, No. 20, § 2; amended 2023, No. 110 (Adj. Sess.), § 32, eff. July 1, 2024.)