Virginia Law

A. Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain the written approval of the Commission prior to acquiring control. An individual shall not be deemed to acquire control of a licensee and shall not be subject to the provisions of this section solely because that individual becomes a key individual.

B. A person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee, submit (i) an application in a form and in a medium prescribed by the Commission and (ii) a nonrefundable fee of $1,000 with the request for approval.

C. Upon request, the Commission may permit a licensee or the person, or group of persons acting in concert, to submit some or all information required by the Commission without using NMLS.

D. The application required by subsection B shall include the items required by § 6.2-1932 for any new key individuals that have not previously completed the requirements of § 6.2-1932 for a licensee.

E. When the Commission determines that an application is complete, the Commission shall promptly notify the applicant in a record of the date on which the application was determined to be complete and shall approve or deny the application within 60 days after the completion date. If the application is not approved or denied within 60 days after the completion date, the application shall be deemed approved and the person, or group of persons acting in concert, may acquire control. The Commission may for good cause extend the application period.

F. A determination by the Commission 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.

G. If any material information provided in connection with an application changes during the investigation period, the applicant shall immediately notify the Commission.

H. When an application is filed and considered complete under subsection E, the Commission shall investigate the financial condition and responsibility, financial and business experience, competence, character, and general fitness of (i) the person, or group of persons acting in concert, seeking to acquire control and (ii) each key individual and person in control of such person or group of persons acting in concert. The Commission shall approve an acquisition of control if the Commission finds that:

1. The requirements of subsections B and D have been met, as applicable; and

2. 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 proposed new key individuals and persons that would be in control of the licensee after the acquisition of control indicate that it is in the public interest to permit the person, or group of persons acting in concert, to control the licensee.

I. If an applicant invokes or is otherwise subject to a multistate licensing process, (i) the Commission may accept the investigation results of a lead investigative state for the purpose of subsection H if the Commission finds that the lead investigative state has sufficient staffing, expertise, and minimum standards or (ii) if the Commonwealth is a lead investigative state, the Commission may investigate the applicant pursuant to subsection H and the timeframes established by agreement through the multistate licensing process.

J. The Commission shall issue a formal written notice of the denial of an application to acquire control within 30 days of the decision to deny the application. The Commission 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 Commission may appeal in accordance with applicable law.

K. The requirements of subsections A and B do not apply to any of the following:

1. A person that 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;

2. A person that acquires control of a licensee by devise or descent;

3. A person that acquires control of a licensee as (i) a personal representative, custodian, guardian, conservator, or trustee or (ii) an officer appointed by a court of competent jurisdiction or by operation of law;

4. A person that is exempt under subdivision A 7 of § 6.2-1923;

5. A person that the Commission determines is not subject to subsection A based on the public interest;

6. A public offering of securities of a licensee or a person in control of a licensee; or

7. An internal reorganization of a person in control of the licensee where the ultimate person in control of the licensee remains the same.

L. Persons described in subdivisions K 2, 3, 4, 6, and 7 shall notify the Commission within 15 days after the acquisition of control.

M. The requirements of subsections A and B do not apply to a person that 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 Commission under this chapter or by an MSB-accredited state pursuant to a multistate licensing process, provided that:

1. 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 years;

2. If the person is a licensee, the Commission finds that 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;

3. The licensee to be acquired is projected to meet the requirements of §§ 6.2-1950, 6.2-1951, and 6.2-1952 beginning on the date 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 §§ 6.2-1950, 6.2-1951, and 6.2-1952 beginning on the date the acquisition of control is completed;

4. 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

5. The person notifies the Commission of the acquisition in cooperation with the licensee and attests to subdivisions 1 through 4 in a form and in a medium prescribed by the Commission.

If such notice is not disapproved within 30 days after the date on which the notice was determined to be complete, the notice shall be deemed approved.

N. Before filing an application for approval to acquire control of a licensee, a person may request in writing a determination from the Commission as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the Commission determines that the person would not be a person in control of a licensee, the person and transaction is not subject to the requirements of subsections A and B.

O. If a multistate licensing process includes a determination pursuant to subsection N or the equivalent law of another state and a person invokes or is otherwise subject to the multistate licensing process, (i) the Commission may accept the control determination of a lead investigative state if the Commission finds that the lead investigative state has sufficient staffing, expertise, and minimum standards or (ii) if the Commonwealth is a lead investigative state, the Commission may investigate the person using the timeframes established by agreement through the multistate licensing process.

P. If any person acquires an ownership interest in a licensee without obtaining prior approval from the Commission as required by this section, the Commission may for good cause shown order such person to divest himself or itself of such ownership interest.

Q. The Commission shall not enter an order requiring divestiture pursuant to subsection P until it has given the person 21 days' notice in writing of the reasons for the proposed divestiture and has given the person an opportunity to introduce evidence and be heard. The notice shall be sent by certified mail to such person and shall state with particularity the grounds for the contemplated action. Within 14 days of mailing the notice, the person named therein may file with the clerk of the Commission a written request for a hearing. If a hearing is requested, the Commission shall not require divestiture except based upon findings made at such hearing.

2025, c. 214.