HB4081 104TH GENERAL ASSEMBLY

LRB104 13876 BAB 26720 b

104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
HB4081

Introduced 10/15/2025, by Rep. Margaret Croke

SYNOPSIS AS INTRODUCED:

10400HB0742eng., Sec. 20-30

Provides that, if and only if House Bill 742 of the 104th General Assembly becomes law in the form in which it passed the Senate on April 10, 2025, then the Digital Assets and Consumer Protection Act is amended by changing provisions concerning change in control over a registrant.

A BILL FOR

AN ACT concerning regulation.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

Section 5. If and only if House Bill 742 of the 104th General Assembly becomes law in the form in which it passed the Senate on April 10, 2025, then the Digital Assets and Consumer Protection Act is amended by changing Section 20-30 as follows:

(10400HB0742eng., Sec. 20-30)

Sec. 20-30. Change in control.

(a) As used in this Section, "proposed person to be in control" means the person that would control a registrant after a proposed transaction that would result in a change in control of the registrant.

(b) The following rules apply in determining whether a person has control over a registrant:

(1) There is a rebuttable presumption of control if a person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing 10% or more of the then outstanding voting securities issued by the registrant.

(2) A person has control over a registrant if the person's voting power in the registrant constitutes or will constitute at least 25% of the total voting power of the registrant.

(3) There is a rebuttable presumption of control if the person's voting power in another person constitutes or will constitute at least 10% of the total voting power of the other person and the other person's voting power in the registrant constitutes at least 10% of the total voting power of the registrant.

(4) There is no presumption of control solely because an individual is an executive officer of the registrant.

The Department shall afford any person seeking to rebut a presumption in this subsection an opportunity to submit a rebuttal in writing. The Department shall have 10 business days to review the written submission after receiving it. If the Department determines that the presumption has not been rebutted, it shall, within the review period of 10 business days, either notify the submitter in writing of its determination and the reasons for its determination or request additional information from the submitter that is material to the question of whether the submitter has control over a registrant. If the Department does not provide a written determination or request for additional material information within 10 business days after receiving the written submission, the presumption shall be deemed rebutted. Any amendment or supplementation by the submitter will be treated as the filing of a new written submission under this paragraph, and the Department shall have 10 business days from the receipt of an amendment or supplementation to review the submission.

(c) Before a proposed change in control of a registrant, the proposed person to be in control shall submit to the Department in a record all of the following:

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

(2) The information and records that Section 15-10 would require if the proposed person to be in control already had control of the registrant.

(d) The Department shall not approve an application unless the Secretary finds all of the following:

(1) The proposed person to be in control and all executive officers of the proposed person to be in control, if any, are of good character and sound financial standing.

(2) The proposed person to be in control is competent to engage in digital asset business activity.

(3) It is reasonable to believe that, if the person acquires control of the registrant, the proposed person to be in control and the registrant will comply with all applicable provisions of this Act and any rules or order issued under this Act.

(4) Any plans by the proposed person to be in control to change the business, corporate structure, or management of the registrant are not detrimental to the safety and soundness of the registrant.

(e) The Department, in accordance with Section 15-10, shall approve, approve with conditions, or deny an application for a change in control of a registrant. The Department, in a record, shall send notice of its decision to the registrant and the person that would be in control if the Department had approved the change in control. If the Department denies the application, the registrant shall abandon the proposed change in control or cease digital asset business activity with or on behalf of residents.

(f) If the Department applies a condition to approval of a change in control of a registrant, and the Department does not receive notice of the applicant's acceptance of the condition specified by the Department not later than 31 days after the Department sends notice of the condition, the application is deemed denied. If the application is deemed denied, the registrant shall abandon the proposed change in control or cease digital asset business activity with or on behalf of residents.

(g) The Department may revoke or modify a determination under subsection (d), after notice and opportunity to be heard, if, in its judgment, revocation or modification is consistent with this Act.

(h) If a change in control of a registrant requires approval of another regulatory agency, and the action of the other agency conflicts with that of the Department, the Department shall confer with the other agency. If the proposed change in control cannot be completed because the conflict cannot be resolved, the registrant shall abandon the change in control or cease digital asset business activity with or on behalf of residents.

(Source: 10400HB0742eng.)