(1) Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain the written approval of the commissioner prior to acquiring control.
(2) A person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee:(a) Submit an application in a form and in a medium prescribed by the commissioner; and(b) Submit a nonrefundable fee as required under Section 75-16-25 with the request for approval.
(a) Submit an application in a form and in a medium prescribed by the commissioner; and
(b) Submit a nonrefundable fee as required under Section 75-16-25 with the request for approval.
(3) Upon request, the commissioner may permit a licensee or the person, or group of persons acting in concert, to submit some or all information required by the commissioner pursuant to subsection (2)(a) of this section without using NMLS.
(4) The application required by subsection (2)(a) of this section shall include information required by Section 75-16-27 for any new key individuals who have not previously completed the requirements of Section 75-16-27 for a licensee.
(5) When an application for acquisition of control under this section appears to include all the items and address all of the matters that are required, the application shall be considered complete, and the commissioner shall promptly notify the applicant in a record of the date on which the application was determined to be complete and:(a) The commissioner shall approve or deny the application within sixty (60) days after the completion date; or(b) If the application is not approved or denied within sixty (60) days after the completion date:(i) The application is approved; and(ii) The person, or group of persons acting in concert, are not prohibited from acquiring control.(c) The commissioner may for good cause extend the application period.
(a) The commissioner shall approve or deny the application within sixty (60) days after the completion date; or
(b) If the application is not approved or denied within sixty (60) days after the completion date:(i) The application is approved; and(ii) The person, or group of persons acting in concert, are not prohibited from acquiring control.
(i) The application is approved; and
(ii) The person, or group of persons acting in concert, are not prohibited from acquiring control.
(c) The commissioner may for good cause extend the application period.
(6) A determination by the commissioner that an application is complete and is accepted for processing means only that the application, on its face, appears to include all of the items and address all of the matters that are required, and is not an assessment of the substance of the application or of the sufficiency of the information provided.
(7) When an application is filed and considered complete under subsection (5) of this section, the commissioner 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 commissioner shall approve an acquisition of control pursuant to this section if the commissioner finds that all of the following conditions have been fulfilled:(a) The requirements of subsections (2) and (4) of this section have been met, as applicable; and(b) The 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 the 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.
(a) The requirements of subsections (2) and (4) of this section have been met, as applicable; and
(b) The 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 the 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.
(8) If an applicant avails itself or is otherwise subject to a multistate licensing process:(a) The commissioner is authorized and encouraged to accept the investigation results of a lead investigative state for the purpose of subsection (7) of this section if the lead investigative state has sufficient staffing, expertise and minimum standards; or(b) If Mississippi is a lead investigative state, the commissioner is authorized and encouraged to investigate the applicant pursuant to subsection (7) of this section and the timeframes established by agreement through the multistate licensing process.
(a) The commissioner is authorized and encouraged to accept the investigation results of a lead investigative state for the purpose of subsection (7) of this section if the lead investigative state has sufficient staffing, expertise and minimum standards; or
(b) If Mississippi is a lead investigative state, the commissioner is authorized and encouraged to investigate the applicant pursuant to subsection (7) of this section and the timeframes established by agreement through the multistate licensing process.
(9) The commissioner shall issue a formal written notice of the denial of an application to acquire control. The commissioner 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 commissioner under this section may appeal within thirty (30) days after receipt of the written notice of the denial. Such appeal shall be to the Chancery Court of the First Judicial District of Hinds County, Mississippi.
(10) The requirements of subsections (1) and (2) of this section do not apply to any of the following:(a) A person who acts as a proxy for the sole purpose of voting at a designated meeting of the shareholders or holders of voting shares or voting interests of a licensee or a person in control of a licensee;(b) A person who acquires control of a licensee by devise or descent;(c) A person who acquires control of a licensee 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;(d) A person who is exempt under Section 75-16-7(7);(e) A person who the commissioner determines is not subject to subsection (1) of this section based on the public interest;(f) A public offering of securities of a licensee or a person in control of a licensee; or(g) An internal reorganization of a person in control of the licensee where the ultimate person in control of the licensee remains the same.
(a) A person who acts as a proxy for the sole purpose of voting at a designated meeting of the shareholders or holders of voting shares or voting interests of a licensee or a person in control of a licensee;
(b) A person who acquires control of a licensee by devise or descent;
(c) A person who acquires control of a licensee 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;
(d) A person who is exempt under Section 75-16-7(7);
(e) A person who the commissioner determines is not subject to subsection (1) of this section based on the public interest;
(f) A public offering of securities of a licensee or a person in control of a licensee; or
(g) An internal reorganization of a person in control of the licensee where the ultimate person in control of the licensee remains the same.
(11) Persons in subsection (10)(b), (c), (d), (f) and (g) of this section in cooperation with the licensee shall notify the commissioner within fifteen (15) days after the acquisition of control.
(12) Streamlined Acquisition of Control.(a) The requirements of subsections (1) and (2) of this section do not apply to a person who has complied with and received approval to engage in money transmission under this chapter or was identified as a person in control in a prior application filed with and approved by the commissioner or by an MSB accredited state pursuant to a multistate licensing process, provided that:(i) The person has not had a license revoked or suspended or controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee in the previous five (5) years;(ii) 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 such rating was given;(iii) The licensee to be acquired is projected to meet the requirements of Sections 75-16-61, 75-16-63 and 75-16-65 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 75-16-61, 75-16-63 and 75-16-65 after the acquisition of control is completed;(iv) 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, that licensee also will not implement any material changes to its business plan as a result of the acquisition of control; and(v) The person provides notice of the acquisition in cooperation with the licensee and attests to this paragraph (a)(i), (ii), (iii) and (iv) in a form and in a medium prescribed by the commissioner.(b) If the notice is not disapproved within thirty (30) days after the date on which the notice was determined to be complete, the notice is deemed approved.
(a) The requirements of subsections (1) and (2) of this section do not apply to a person who has complied with and received approval to engage in money transmission under this chapter or was identified as a person in control in a prior application filed with and approved by the commissioner or by an MSB accredited state pursuant to a multistate licensing process, provided that:(i) The person has not had a license revoked or suspended or controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee in the previous five (5) years;(ii) 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 such rating was given;(iii) The licensee to be acquired is projected to meet the requirements of Sections 75-16-61, 75-16-63 and 75-16-65 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 75-16-61, 75-16-63 and 75-16-65 after the acquisition of control is completed;(iv) 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, that licensee also will not implement any material changes to its business plan as a result of the acquisition of control; and(v) The person provides notice of the acquisition in cooperation with the licensee and attests to this paragraph (a)(i), (ii), (iii) and (iv) in a form and in a medium prescribed by the commissioner.
(i) The person has not had a license revoked or suspended or controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee in the previous five (5) years;
(ii) 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 such rating was given;
(iii) The licensee to be acquired is projected to meet the requirements of Sections 75-16-61, 75-16-63 and 75-16-65 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 75-16-61, 75-16-63 and 75-16-65 after the acquisition of control is completed;
(iv) 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, that licensee also will not implement any material changes to its business plan as a result of the acquisition of control; and
(v) The person provides notice of the acquisition in cooperation with the licensee and attests to this paragraph (a)(i), (ii), (iii) and (iv) in a form and in a medium prescribed by the commissioner.
(b) If the notice is not disapproved within thirty (30) days after the date on which the notice was determined to be complete, the notice is deemed approved.
(13) Before filing an application for approval to acquire control of a licensee a person may request in writing 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 proposed person and transaction is not subject to the requirements of subsections (1) and (2) of this section.
(14) If a multistate licensing process includes a determination pursuant to subsection (13) of this section and an applicant avails itself or is otherwise subject to the multistate licensing process:(a) The commissioner is authorized and encouraged to accept the control determination of a lead investigative state with sufficient staffing, expertise, and minimum standards for the purpose of subsection (13) of this section; or(b) If a state is a lead investigative state, the commissioner is authorized and encouraged to investigate the applicant pursuant to subsection (13) of this section and the timeframes established by agreement through the multistate licensing process.
(a) The commissioner is authorized and encouraged to accept the control determination of a lead investigative state with sufficient staffing, expertise, and minimum standards for the purpose of subsection (13) of this section; or
(b) If a state is a lead investigative state, the commissioner is authorized and encouraged to investigate the applicant pursuant to subsection (13) of this section and the timeframes established by agreement through the multistate licensing process.