Or. Admin. Code § 845-025-1165 - Change of Business Structure
(1) For the
purposes of this rule, "change of business structure:"
(a) Means a change in a licensee's or
laboratory licensee's ownership structure by adding an individual or legal
entity who meets the qualifications of an applicant as described in OAR
845-025-1045 or by removing an individual or legal entity that is a licensee or
laboratory licensee.
(b) Does not
mean a "change of ownership" as described in OAR 845-025-1170.
(2) Process for a change of
business structure:
(a) A licensee or
laboratory licensee proposing a change of business structure must, prior to
making the change, submit in a manner prescribed by the Commission:
(A) A form prescribed by the
Commission;
(B) For a retailer
proposing a change of business structure by adding an individual or legal
entity who meets the qualifications of an applicant as described in OAR
845-025-1045, a certificate of tax compliance for each proposed new applicant,
issued no earlier than 90 calendar days prior to the date that the form
required in paragraph (A) of this subsection is submitted; and
(C) Any other information identified in the
form to be submitted to the Commission.
(b) The Commission must review the change of
business structure request and other information submitted under subsection (a)
of this section.
(A) If the Commission
determines that the submission appears to be complete, the Commission will
notify the licensee or laboratory licensee that the change is conditionally
approved.
(B) If the Commission
does not notify the licensee or laboratory licensee that the submission is
incomplete within five business days of receiving the submission, the change is
conditionally approved, except as provided in paragraph (C) of this
subsection.
(C) If the licensee has
not submitted the information required in paragraph (2)(a)(B) of this rule, as
applicable, the change request is deemed incomplete and must be
resubmitted.
(c)
Notwithstanding subsection (a) of this section:
(A) A licensee or laboratory licensee must
notify the Commission within 60 calendar days, but does not need to notify the
Commission prior to making the following changes:
(i) A shareholder of a publicly traded
corporation acquiring or accumulating twenty percent or more of the voting
stock; or
(ii) A publicly traded
corporation adding or removing principal officers.
(B) Except as provided in subsection (2)(d)
of this rule, the changes described in paragraph (A) of this subsection are
considered conditionally approved if, within 60 calendar days of the changes
occurring, the licensee or laboratory licensee submits:
(i) A form prescribed by the
Commission;
(ii) For a retailer
proposing a change of business structure by adding an individual or legal
entity who meets the qualifications of an applicant as described in OAR
845-025-1045, a certificate of tax compliance for each proposed new applicant,
issued no earlier than 90 calendar days prior to the date that the form
required in subparagraph (i) of this paragraph is submitted;
(iii) Any information identified in the form
to be submitted to the Commission.
(C) The Commission must review the form and
other information submitted under paragraph (B) of this subsection. If the
Commission determines that the submission does not include all information
required by paragraph (B) of this subsection, the Commission will notify the
licensee or laboratory licensee.
(D) If a licensee does not submit a change of
business structure notice with the information required under paragraph
(2)(c)(B)(ii) of this rule, as applicable, within 60 calendar days of the
changes occurring, the notice is deemed incomplete and is not conditionally
approved.
(d) The
Commission may withdraw the conditional approval and deny a change requested
under subsections (a) or (c) of this section if:
(A) The requested change constitutes a
"change of ownership" as described in OAR 845-025-1170;
(B) The Commission has reason to believe that
the addition of an individual or legal entity who meets the qualifications of
an applicant as described in OAR 845-025-1045 would result in an initial or
renewal application denial under OAR 845-025-1115, or serve as the basis of a
license suspension or revocation;
(C) The Commission determines that the form
or information submitted under subsection (2)(a) or paragraph (2)(c)(B) of this
rule are incomplete;
(D) The form
or information submitted under subsection (2)(a) or paragraph (2)(c)(B) of this
rule contains false or misleading information; or
(E) The licensee fails to pay the fee
specified in OAR 845-025-1060(8)(a) within 30 days if the Commission requires a
criminal background check for any persons that the licensee or laboratory
licensee requests to add to the license.
(e) If the Commission denies a change
requested under this rule, the licensee or laboratory licensee has a right to a
hearing under the procedures of ORS chapter 183.
(f) If the Commission determines that there
is no basis to deny a change requested under this rule, the Commission shall
notify the applicant in writing that the change has been approved.
(3) Violations. Failure to notify
the Commission of changes in business structure as described in this rule is a
Category III violation.
(4) A
licensee may submit a written request to the Commission to withdraw a pending
or conditionally-approved change of business structure request. Upon the
Commission's acceptance of the withdrawal, the request and conditional
approval, if applicable, is no longer valid.
Notes
Statutory/Other Authority: ORS 475C.017
Statutes/Other Implemented: ORS 475C.037, 475C.189 & 475C.548
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