(a) A person, or group of persons acting in concert, shall obtain the written approval of the Commissioner prior to acquiring control of a licensee. This requirement does not apply to an individual who becomes a key individual in the ordinary course of business without acquiring a controlling interest.

(b) To request approval, the person or group of persons under subsection (a) of this section, shall, in cooperation with the licensee, submit the following:

(1) An application in a form and in a medium prescribed by the Commissioner.

(2) A nonrefundable investigation fee of $172.50.

(c) The Commissioner may allow the submission of required information through methods other than NMLS upon request.

(d) The application must include all required information for any new key individuals who have not previously completed the requirements for a license.

(e) The Commissioner shall approve or deny the application within a reasonable time after it is deemed complete.

(f) A determination by the Commissioner that an application is complete and is accepted for processing means only that the application appears to include all required items and address all required matters. The determination does not constitute an assessment of the substance of the application or the sufficiency of the information provided.

(g) Upon determining an application is complete, the Commissioner shall investigate the applicant’s 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 under this section if the Commissioner finds all of the following:

(1) The requirements of subsections (b) and (d) have been satisfied, as applicable.

(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 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.

(h) If an applicant avails itself or is otherwise subject to a multistate licensing process, the Commissioner is authorized to accept the investigation results of a lead investigative state for the purpose of this section if the lead investigative state has sufficient staffing, expertise, and minimum standards.

(i) The Commissioner shall issue a formal written notice of the denial of a license application within 30 days of the decision to deny the application. The Commissioner shall issue a written order that includes a statement of the facts upon which the action is based and a notice that the licensee may request a hearing in accordance with Chapter 101 of Title 29.

(j) The requirements of subsections (a) and (b) of this section 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 a personal representative, custodian, guardian, conservator, or trustee, or as an officer appointed by a court of competent jurisdiction or by operation of law.

(4) A person that is exempt under § 2305(a)(7) of this title.

(5) A person that the Commissioner determines is not subject to subsection (a) of this section based on the public interest.

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

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

(k) Persons in paragraphs (j)(2) through (7) of this section, in cooperation with the licensee, shall notify the Commissioner within 15 days after the acquisition of control.

(l) The requirements of subsections (a) and (b) of this section do not apply to a streamlined acquisition of control, provided that all of the following requirements are satisfied:

(1) The person has not had a license revoked or suspended and has not controlled a licensee that has had a license revoked or suspended, while the person was in control of that licensee within the previous 5 years.

(2) 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 a rating was given.

(3) The licensee to be acquired, and the person acquiring control if that person is a licensee, are projected to meet the requirements of §§ 2308, 2309, and 2321 of this title after the acquisition of control is completed.

(4) The licensee to be acquired, and the licensee making the acquisition, will not implement any material changes to their respective business plans as a result of the acquisition of control.

(5) The person provides notice of the acquisition in cooperation with the licensee and attests to the requirements of this subsection in a form and in a medium prescribed by the Commissioner.

(m) A notice provided under subsection (l) of this section is deemed approved if the Commissioner does not issue a notice of disapproval within 30 days after the date the Commissioner determines the notice is complete.

(n) Prior to filing an application for approval to acquire control, 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, the proposed person and transaction are not subject to the requirements of subsections (a) and (b) of this section.

(o) If an applicant is subject to a multistate licensing process that includes a control determination, the Commissioner may accept the investigation results and determination of a lead investigative state. The Commissioner may rely on such results provided the lead state has sufficient staffing, expertise, and adheres to minimum regulatory standards consistent with this chapter

5 Del. C. 1953, §  2308;  58 Del. Laws, c. 421;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 15, §  37;  80 Del. Laws, c. 225, § 5;  84 Del. Laws, c. 42, § 73;  85 Del. Laws, c. 338, § 2; 

(a) A licensee adding or replacing any key individual shall do all of the following:

(1) Provide notice in a manner prescribed by the Commissioner within 15 days after the effective date of the key individual’s appointment.

(2) Provide information as required by the Commissioner within 45 days of the effective date.

(b) Within 90 days of the date on which the notice provided pursuant to this section was determined to be complete, the Commissioner may issue a notice of disapproval of a key individual if the competence, experience, character, or integrity of the individual is not in the best interests of the public or the customers of the licensee to permit the individual to be a key individual of the licensee.

(c) A notice of disapproval must include a statement of the basis for the disapproval and must be sent to the licensee and the disapproved individual. A licensee may appeal a notice of disapproval in accordance with Chapter 101 of Title 29 after receipt of the notice of disapproval.

(d) A key individual is deemed approved if the Commissioner does not issue a notice of disapproval within 90 days after the Commissioner determines the notice is complete.

(e) If a licensee is subject to a multistate licensing process that includes a key individual notice review, the Commissioner may accept the investigation results and determination of another state. The Commissioner may rely on such findings provided the investigating state has sufficient staffing, expertise, and adheres to regulatory standards consistent with this chapter.

5 Del. C. 1953, §  2308;  58 Del. Laws, c. 421;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 15, §  37;  80 Del. Laws, c. 225, § 5;  84 Del. Laws, c. 42, § 73;  85 Del. Laws, c. 338, § 2;