Virginia Code 6.2-2609: Acquisition of control; application
A. Except as provided in this section, no person shall acquire, directly or indirectly, 25 percent or more of the voting shares of a corporation or 25 percent or more of the ownership of any other person licensed to conduct business under this chapter unless such person first:
Terms Used In Virginia Code 6.2-2609
- Bequest: Property gifted by will.
- Commission: means the State Corporation Commission. See Virginia Code 6.2-100
- Commissioner: means the Commissioner of Financial Institutions. See Virginia Code 6.2-100
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Licensee: means a person to whom a license has been issued under this chapter. See Virginia Code 6.2-2600
- Person: means any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or other legal or commercial entity. See Virginia Code 6.2-100
- Registry: means the nationwide multistate licensing system and registry created by the Conference of State Bank Supervisors and the American Association of Residential Mortgage Regulators. See Virginia Code 6.2-2600
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
1. Files an application with the Commission in such form as the Commissioner may prescribe from time to time;
2. Delivers such other information to the Commissioner as the Commissioner may require concerning the financial responsibility, background, experience, and general fitness of the applicant and of any proposed new directors, senior officers, principals, trustees, or members of the licensee;
3. Submits and furnishes to the Commissioner information concerning the identity of the applicant and of any proposed new directors, senior officers, principals, trustees, or members of the licensee. Such individuals shall (i) consent to a criminal history records check, submit to fingerprinting, and pay for the cost of such fingerprinting and criminal records check and (ii) cause their fingerprints, personal descriptive information, and records check fees to be submitted to either of the following, as prescribed by the Commissioner:
a. The Bureau, who shall forward these items to the Central Criminal Records Exchange. The Central Criminal Records Exchange shall (i) conduct searches of its own criminal history records and forward such individuals’ fingerprints and personal descriptive information to the Federal Bureau of Investigation for the purpose of obtaining national criminal history record information regarding such individuals and (ii) forward the results of the state and national records search to the Commissioner or his designee, who shall be an employee of the Commission; or
b. The Registry, provided that it is capable of processing criminal history records checks; and
4. Pays such application fee as the Commission may prescribe.
B. Upon the filing and investigation of an application, the Commission shall permit the applicant to acquire the interest in the licensee if it finds that the applicant and any proposed new directors, members, senior officers, trustees, and principals of the licensee have the financial responsibility, character, experience, and general fitness to warrant belief that the business will be operated efficiently and fairly, in the public interest, and in accordance with law. The Commission shall grant or deny the application within 60 days from the date a completed application accompanied by the required fee is filed unless the period is extended by order of the Commissioner giving the reasons for the extension. If the application is denied, the Commission shall notify the applicant of the denial and the reasons for the denial.
C. The provisions of this section shall not apply to the acquisition of an interest in a licensee (i) directly or indirectly, including an acquisition by merger or consolidation, by or with a person licensed or exempt from licensing under this chapter; (ii) directly or indirectly, by merger or consolidation by or with a person affiliated through common ownership with the licensee; or (iii) by bequest, descent, survivorship, or operation of law. This section shall also not apply to the acquisition of an interest in a licensee that (i) an agreement with the U.S. Secretary of Education under 20 U.S.C. § 1078(b) or (ii) is a party to a contract awarded by the U.S. Secretary of Education under 20 U.S.C. § 1087f. The person acquiring an interest in a licensee in a transaction that is exempt from filing an application by this subsection shall send written notice of such acquisition to the Commissioner within 30 days of its closing.