205 ILCS 658/6-1

(205 ILCS 658/6-1)

Sec. 6-1. Acquisition of control.

(a) Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain the written approval of the Secretary before acquiring control. An individual is not deemed to acquire control of a licensee and is not subject to this Section when that individual becomes a key individual in the ordinary course of business.

(b) A person, or group of persons acting in concert, seeking to acquire control of a licensee shall, in cooperation with the licensee:

(1) submit an application in a form and in a medium prescribed by the Secretary; and

(2) submit a nonrefundable fee of $1,000 with the request for approval.

(c) Upon request, the Secretary may permit a licensee or the person, or group of persons acting in concert, to submit some or all information required by the Secretary pursuant to subsection (b) without using NMLS.

(d) The application required by subsection (b) shall include information required by Section 5-4 for any new key individuals that have not previously completed the requirements of Section 5-4 for a licensee.

(e) When an application for acquisition of control under this Section appears to include all the items and address all of the matters that are required, the application shall be considered complete and:

(1) unless extended by the Secretary pursuant to the Secretary's discretion, the Secretary shall approve or deny the application within 60 days after the completion date; or

(2) if the application is not approved or denied within 60 days after the completion date or any extension thereof:

(A) the application is approved; and

(B) the person, or group of persons acting in concert, are not prohibited from acquiring control.

(f) A determination by the Secretary 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) When an application is filed and considered complete under subsection (e), the Secretary shall investigate the 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 Secretary shall approve an acquisition of control pursuant to this Section if the Secretary finds that all of the following conditions have been fulfilled:

(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 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:

(1) the Secretary is authorized and encouraged to accept the investigation results of a lead investigative state for the purpose of subsection (g) if the lead investigative state has sufficient staffing, expertise, and minimum standards; or

(2) if the Department is a lead investigative state, the Secretary is authorized and encouraged to investigate the applicant pursuant to subsection (g) and the timeframes established by agreement through the multistate licensing process.

(i) The Secretary shall issue a formal written notice of the denial of an application to acquire control within 30 days after the decision to deny the application. The Secretary shall set forth the specific reasons for the denial of the application in the notice of denial and serve the applicant, either personally or by certified mail. Service by certified mail shall be deemed completed when the notice is deposited into the U.S. mail. An applicant whose application is denied by the Secretary under this subsection (i) may submit a written request for hearing which shall include the particular reasons why the applicant believes that the decision to deny the application was incorrect, within 10 days after service of the notice of denial. If an applicant submits a timely request for a hearing, the Secretary shall schedule a hearing unless otherwise agreed to by the parties. The Secretary shall conduct hearings pursuant to this Section and in accordance with 38 Ill. Adm. Code 100, as amended or recodified from time to time.

(j) 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 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 subsection (g) of Section 3-1;

(5) A person that the Secretary 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.

(k) Persons in paragraphs (2), (3), (4), (6), and (7) of subsection (j) in cooperation with the licensee shall notify the Secretary within 15 days after the acquisition of control.

(l) Streamlined acquisition of control.

(1) 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 Act or was identified as a person in control in a prior application filed with and approved by the Secretary or by an MSB accredited state agency pursuant to a multistate licensing process, if:

(A) 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 5 years;

(B) 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 agency if such rating was given;

(C) the licensee to be acquired is projected to meet the requirements of Article X of this Act after 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 Article X of this Act after the acquisition of control is completed;

(D) 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

(E) the person provides notice of the acquisition in cooperation with the licensee and attests to this subsection in a form and in a medium prescribed by the Secretary.

(2) If the notice is not denied within 30 days after the date on which the notice was determined to be complete, the notice is deemed approved.

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

(n) If a multistate licensing process includes a determination pursuant to subsection (m) and an applicant avails itself or is otherwise subject to the multistate licensing process:

(1) The Secretary is authorized and encouraged to accept the control determination of a lead investigative state with sufficient staffing, expertise, and minimum standards for the purpose of subsection (m); or

(2) If the Department is a lead investigative state, the Secretary is authorized and encouraged to investigate the applicant pursuant to subsection (m) and the timeframes established by agreement through the multistate licensing process.

(Source: P.A. 103-991, eff. 8-9-24.)