N.Y. Comp. Codes R. & Regs. tit. 3 § 406.11

Current through Register Vol. 46, No. 25, June 18, 2024

Section 406.11 - Changes in control; reports; applications

(a) As required under Banking Law, section 652-a, no person may acquire direct or indirect control (as defined in said section) of a licensee without the prior approval of the superintendent. In addition, an unauthorized acquisition of control may result in the voiding of the license to engage in the business of money transmission as provided therein.

(b) Without limiting the responsibilities of persons seeking to acquire control of licensees to make application to the superintendent under section 652-a of the Banking Law and subdivisions (d) and (e) of this section, licensees shall be required to report to the superintendent the following information within five days of the date the licensee becomes aware of such information:

(1) the name and residence of each person (or each member of a group of persons acting in concert) who becomes an owner of 10 percent or more of the outstanding shares of any class (voting or nonvoting) of the licensee; and

(2) the name and residence of each person who is to become a partner, director or principal officer of the licensee.

(c) Within 10 days after any principal officer of a licensee shall be appointed, the licensee shall, with respect to said officer, cause to be filed with the superintendent the information contained in subdivision (e) of this section.

(d) Prior to acquiring direct or indirect control (as defined in section 652-a of the Banking Law) of a licensee, the proposed acquirer shall make application for approval of the superintendent, said application to contain the information described in subdivision (e) of this section.

(e)

(1) Name and address of the applicant, if an individual or, if a partnership, of its partners or, if a corporation or association, of the directors, trustees and principal officers thereof and of any stockholder owning 10 percent or more of the outstanding shares of any class (voting or nonvoting) of the licensee and a description of the present employment or occupation and of all previous employment or occupation during the preceding 15 years (including a statement as to whether during such period the applicant has been discharged from employment, and if so, for what reason); and

(2) a description of:

(i) any criminal action brought against the applicant;

(ii) any civil action brought against the applicant (excluding any civil action in which the amount in controversy was less than $25,000 or which terminated more than 15 years previously and excluding any domestic relations action);

(iii) any proceeding brought to declare the applicant bankrupt;

(iv) any such criminal or civil action brought against, or proceeding to declare bankrupt, any partnership, corporation or association, other than the licensee, of which at the time the applicant was a partner, principal stockholder or principal officer, and the disposition of such action or proceeding; and

(3) whether the applicant or any partnership, corporation or association of which at the time the applicant was a partner, principal stockholder, director or principal officer has applied for a license in this State or any other state to engage in money transmission, the disposition of such application, and if such license was granted, whether it was ever suspended, revoked or its renewal refused; and

(4) the number (if any) of shares of each class of stock of the licensee and the amount (if any) of obligations (in excess of $5,000) of the licensee of which the applicant intends to be beneficial owner immediately after the transaction to which the report relates; and

(5) a description of any other partnership, corporation or association (excluding any corporation or association organized and operated exclusively for religious, charitable, scientific, literary or educational purposes or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual) of which the applicant is partner, principal stockholder, or principal officer; and

(6) any other information the superintendent may require.

(f) Obligation to inform. Every corporate licensee shall inform in writing every person (and every member of any group of persons acting in concert) who to the licensee's knowledge is a principal stockholder of the licensee of the reporting requirements under this Part.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 406.11