KRS 286.13-065: Change of control -- Notice -- Approval of commissioner -- Application

by person seeking to acquire control -- Notice of termination or resignation of

responsible individual or agent -- Application to add or replace responsible

individual or agent. (Effective April 30, 2027)

(1) A person shall not take any action that results in a change of control of a licensee

without:

(a) Providing the notice required under subsection (2) of this section; and

(b) Obtaining the prior written approval of the commissioner in accordance with

subsection (3) of this section, except this paragraph shall not apply to:

1. A person that acts as a proxy for the sole purpose of voting at a

designated meeting of the security holders or holders of voting interests

of a licensee or 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 as a personal representative, custodian,

guardian, conservator, or trustee, or as an officer appointed by a c ourt of

competent jurisdiction or by operation of law;

4. A public offering of securities under the laws of the United States; or

5. a. Any other person or circumstance that the commissioner

determines is exempted from compliance with this paragraph in an

administrative regulation promulgated in accordance with KRS

Chapter 13A.

b. The commissioner may promulgate an administrative regulation to

exempt a person or circumstance from compliance with this

paragraph if the commissioner determines that the exemption is

necessary to serve the public interest.

(2) (a) A licensee shall file a complete notice of a:

1. Change of control of the licensee under subsection (1)(b)1. to 5. of this

section with the commissioner within fifteen (15) days of learning of the

change of control; and

2. Proposed change of control of the licensee, other than a change of

control under subsection (1)(b)1. to 5. of this section, with the

commissioner:

a. Within fifteen (15) days of learning of the proposed change of

control; and

b. At least thirty (30) days prior to the proposed change of control.

(b) A notice of a change of control, or a proposed change of control, of a licensee

shall not be complete unless it:

1. Is made in writing, under oath or affirmation;

2. Is in a format required by the commissioner; and

3. Contains the information that the commissioner det ermines is necessary

to provide reasonable notice of the licensee's change of control or

proposed change of control.

(3) (a) Except as provided in subsection (1) of this section, a person seeking to

acquire control of a licensee shall file a complete appli cation for approval of

the change of control with the commissioner at least thirty (30) days prior to

the proposed change of control.

(b) An application for approval of a change of control shall not be complete

unless it:

1. Is made in writing, under oath or affirmation;

2. Is in the format required by the commissioner;

3. Contains, and is accompanied by, any or all of the information,

documentation, and evidence required or permitted for an applicant

under KRS 286.13 -040 that the commissioner determines is necessary

and appropriate for the purpose of making the determination under

paragraph (c) of this subsection; and

4. Is accompanied by a nonrefundable investigation fee of one hundred

dollars ($100).

(c) Upon receipt of a complete application for approval of a change of control

and subject to KRS 286.13-125, the commissioner shall:

1. Approve the application if the commissioner determines that the person

satisfies the requirements of this subtitle for obtaining a license; or

2. a. Issue a notice of intent to deny the application if the commissioner

determines that the person does not satisfy the requirements of this

subtitle for obtaining a license.

b. A notice of intent to deny an application for approval of a change

of control shall specify the requiremen ts of this subtitle that the

person does not satisfy.

(4) (a) The commissioner may determine whether any set of facts or a proposed

transaction constitutes, or would constitute, control for purposes of this

section.

(b) Any of the following may make a requ est to the commissioner for a

determination under paragraph (a) of this subsection:

1. A licensee; or

2. A person that seeks to enter a proposed transaction with a licensee.

(5) (a) A licensee shall fi le a complete notice of the termination or resignation of a

responsible individual or agent with the commissioner within fifteen (15) days

of the termination or resignation.

(b) A notice of termination or resignation of a licensee's responsible individual or

agent shall not be complete unless it:

1. Is made in writing, under oath or affirmation;

2. Is in a format required by the commissioner; and

3. Contains the information that the commissioner determines is necessary

to provide reasonable notice of the li censee's change in responsible

individual or agent.

(6) (a) A licensee shall obtain the prior written approval of the commissioner in

accordance with this subsection prior to adding or replacing a responsible

individual.

(b) A licensee shall file a complet e application for approval of the addition or

replacement of a responsible individual with the commissioner.

(c) An application for approval of the addition or replacement of a responsible

individual shall not be complete unless it:

1. Is made in writing, under oath or affirmation;

2. Is in the format required by the commissioner; and

3. Contains, and is accompanied by, any or all of the information,

documentation, and evidence required or permitted under KRS 286.13 -

040 that the commissioner determines is n ecessary and appropriate for

the purpose of making the determination under paragraph (d) of this

subsection.

(d) Upon receipt of a complete application for approval of the addition or

replacement of a responsible individual and subject to KRS 286.13 -125, the

commissioner shall:

1. Approve the application if the commissioner determines that the

licensee will continue to satisfy the requirements of this subtitle for

maintaining a license after the addition or replacement; or

2. a. Issue a notice of intent to deny the application if the commissioner

determines that the addition or replacement will cause the licensee

to no longer satisfy the requirements of this subtitle for

maintaining a license.

b. A notice of intent to deny an application for approval of the

addition or replacement of a responsible individual shall specify

the requirements of this subtitle that the licensee will not satisfy if

the addition or replacement is made.