2018 Indiana Code
TITLE 28. Financial Institutions
ARTICLE 1. DEPARTMENT OF FINANCIAL INSTITUTIONS
CHAPTER 29. Debt Management Companies
28-1-29-3.1. Change in control of licensee; application to department; time frame for department's decision; conditions for approval; duty of licensee to report transfer of securities; director's discretion to require new license
Sec. 3.1. (a) As used in this section, "control" means possession of the power directly or indirectly to:
(1) direct or cause the direction of the management or policies of a licensee, whether through the beneficial ownership of voting securities, by contract, or otherwise; or
(2) vote at least twenty-five percent (25%) of the voting securities of a licensee, whether the voting rights are derived through the beneficial ownership of voting securities, by contract, or otherwise.
(b) An organization or an individual acting directly, indirectly, or through or in concert with one (1) or more other organizations or individuals may not acquire control of any licensee unless the department has received and approved an application for change in control. The department has not more than one hundred twenty (120) days after receipt of an application to issue a notice approving the proposed change in control. The application must contain the name and address of the organization, individual, or individuals who propose to acquire control and any other information required by the director.
(c) The period for approval under subsection (b) may be extended:
(1) in the discretion of the director for an additional thirty (30) days; and
(2) not more than two (2) additional times for not more than forty-five (45) days each time if:
(A) the director determines that the organization, individual, or individuals who propose to acquire control have not submitted substantial evidence of the qualifications described in subsection (d);
(B) the director determines that any material information submitted is substantially inaccurate; or
(C) the director has been unable to complete the investigation of the organization, individual, or individuals who propose to acquire control because of any delay caused by or the inadequate cooperation of the organization, individual, or individuals.
(d) The department shall issue a notice approving the application only after it is satisfied that both of the following apply:
(1) The organization, individual, or individuals who propose to acquire control are qualified by competence, experience, character, and financial responsibility to control and operate the licensee in a legal and proper manner.
(2) The interests of the owners and creditors of the licensee and the interests of the public generally will not be jeopardized by the proposed change in control.
(e) The director may determine, in the director's discretion, that subsection (b) does not apply to a transaction if the director determines that the direct or beneficial ownership of the licensee will not change as a result of the transaction.
(f) The president or other chief executive officer of a licensee shall report to the director any transfer or sale of securities of the licensee that results in direct or indirect ownership by a holder or an affiliated group of holders of at least ten percent (10%) of the outstanding securities of the licensee. The report required by this subsection must be made not later than ten (10) days after the transfer of the securities on the books of the licensee.
(g) Depending on the circumstances of the transaction, the director may reserve the right to require the organization, individual, or individuals who propose to acquire control of a licensee to apply for a new license under section 3 of this chapter, instead of acquiring control of the licensee under this section.
As added by P.L.89-2011, SEC.38. Amended by P.L.6-2012, SEC.193.
