Texas Register, Volume 37, Number 35, Pages 6819-7008, August 31, 2012 Page: 6,861
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Texas Secretary of State must be submitted or, alternatively, a certified
(c) (No change.)
84.604. Transfer of License.
(a) Definition. As used in this chapter, a "transfer of owner-
ship" does not include a change in proportionate ownership as defined
in 84.605 of this title (relating to Change in Form or Proportionate
Ownership). Transfer of ownership includes the following:
(1) - (3) (No change.)
(4) any change in ownership of a licensed corporation:
(A) in which a new stockholder obtains 10% or more of
the outstanding voting stock in a privately held [private ] corpo-
(B) in which an existing stockholder owning 10%
or more relinquishes that owner's entire interest in a privately held
(C) any purchase or acquisition of control of 51% or
more of a company which is the parent or controlling stockholder of a
licensed privately held [privately-held] corporation; or
(D) any stock ownership changes that result in a change
of control (i.e., 51% or more) for a licensed publicly held [publicly-
(5) any change in the membership interest of a licensed
limited liability company:
(A) - (B) (No change.)
(C) in which a purchase or acquisition of control of 51%
or more of any company that [which] is the parent or controlling mem-
ber of a licensed limited liability company occurs;
(6) (No change.)
(7) any purchase or acquisition of control of a licensed en-
tity whereby a substantial change in management or control of the busi-
ness occurs, despite not fulfilling the requirements of paragraphs (1) -
(6) of this subsection [subsection - (a)() - (6) of this section], and the
commissioner has reason to believe that proper regulation of the li-
censee dictates that a transfer must be processed.
(b) - (c) (No change.)
(d) Filing requirements. An application for transfer of a motor
vehicle sales finance license must be submitted in a format prescribed
by the commissioner at the date of filing and in accordance with the
rules and instructions. The commissioner may accept the use of pre-
scribed alternative formats in order to accept approved electronic sub-
missions. Appropriate fees must be filed with the transfer application,
and the application for transfer must include the following:
(1) Required application information.
(A) New licensees filing transfers. The information re-
quired for new license applications under 84.602 of this title (relating
to Filing of New Application) must be submitted by new licensees fil-
ing transfers. The instructions in 84.602 of this title are applicable
to these filings. In addition, evidence of transfer of ownership as de-
scribed in paragraph (2) of this subsection [subsetion (4)(2) of this
section] must also be submitted.
(B) Existing licensees filing transfers. If the applicant
is currently licensed and filing a transfer, the applicant must provide
the information that is unique to the transfer event, including the
application for license, disclosure questions, and owners and principal
parties, as provided in 84.602 of this title [Application for Motor
Vehicle Sates Finanee License Application Qlt estionnaire Dise s
of Owners and Principal Parties, Appointment of Statutory Agent and
nsent to rc and List of Registered Offices for a Motor Vehicle
Sales Finance License]. The instructions in 84.602 of this title are
applicable to these filings. The person responsible for the day-to-day
operations listed on the application for license for the transfer event
must file a personal affidavit, personal questionnaire, and employment
history, if not previously filed. Other information required by 84.602
of this title need not be filed if the information on file with the OCCC
is current and valid. In addition, evidence of transfer of ownership as
described in paragraph (2) of this subsection [subsection (d)(2) of this
section] must also be submitted.
(2) (No change.)
(e) Permission to operate. No business under the license may
[shall] be conducted by any transferee until the application has been re-
ceived, all applicable fees have been paid, and a request for permission
to operate has been approved. In order to be considered, a permission to
operate must be in writing. Additionally, the transferor must grant the
transferee the authority to operate under the transferor's license pend-
ing approval of the transferee's new license application. The transferor
must accept full responsibility to any customer and to the OCCC for the
licensed business for any acts of the transferee in connection with the
operation of the business. The permission to operate must be submit-
ted before the transferee takes control of the licensed operation. The
agreement must [shall] set a definite period of time for the transferee to
operate under the transferor's license. A request for permission to op-
erate may be denied even if it contains all of the required information.
Two companies may not simultaneously operate under a single license.
If the OCCC grants a permission to operate, the transferor must cease
operating under the authority of the license.
(f) (No change.)
84.605. Change in Form or Proportionate Ownership.
(a) Organizational form. When any licensee or parent of a li-
censee desires to change the organizational form of its business (e.g.,
from proprietorship to corporation; or from corporation to limited part-
nership), the licensee must advise the commissioner in writing of the
change within 14 [4-0] calendar days by filing a license amendment
and paying the required fees [the appropriate transfer application doe-
uments] as provided in 84.611  of this title (relating to Fees
[Transfer of License]). 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; or articles of conversion and partnership
agreement) addressing the ownership and management of the new en-
tity. Failure to meet the application filing deadline does not invalidate
transactions unless the agency has obtained a contrary finding through
the administrative process.
(b) Merger. A merger of a licensee is a change of ownership
that results in a new or different surviving entity and requires the fil-
ing of a transfer application pursuant to 84.604 of this title (relating
to Transfer of License). If the [A] merger of the parent entity of a
licensee that leads to the creation of a new entity or results in a differ-
ent surviving parent entity, the licensee must advise the commissioner
of the change in writing within 14 calendar days after the change, by
filing a license amendment and paying the required fees as provided
in 84.611 [requires a tns.fr ...iatk, pursuant to 4 of this
title]. Mergers or transfers of other entities with a beneficial interest
beyond the parent entity level only require notification within 14 
calendar days. Failure to meet the application filing deadline does not
invalidate transactions unless the agency has obtained a contrary find-
ing through the administrative process.
PROPOSED RULES August 31, 2012 37 TexReg 6861
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Texas. Secretary of State. Texas Register, Volume 37, Number 35, Pages 6819-7008, August 31, 2012, periodical, August 31, 2012; Austin, Texas. (texashistory.unt.edu/ark:/67531/metapth253227/m1/43/: accessed May 24, 2017), University of North Texas Libraries, The Portal to Texas History, texashistory.unt.edu; crediting UNT Libraries Government Documents Department.