Acquisition of control
N.D. Cent. Code § 13-09.1-16
in effect13-09.1-16. Acquisition of control
1. Any person, or group of persons acting in concert, seeking to acquire control of a
licensee shall obtain the written approval of the commissioner prior to acquiring
control. An individual is not deemed to acquire control of a licensee and is not subject
to the acquisition of control provisions when that individual becomes a key individual in
the ordinary course of business.
2. A person, or group of persons acting in concert, seeking to acquire control of a
licensee shall, in cooperation with the licensee:
a. Submit an application in a form and in a medium prescribed by the commissioner;
and
b. Submit a nonrefundable fee of four hundred fifty dollars with the request for
approval.
3. Upon request, the commissioner may permit a licensee or the person, or group of
persons acting in concert, to submit some or all information required by the
commissioner pursuant to subdivision a of subsection 2 without using the nationwide
system.
4. The application required by subdivision a of subsection 2 must include information
required by section 13-09.1-12 for any new key individuals that have not previously
completed the requirements of section 13-09.1-12 for a licensee.
5. 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 must be
considered complete and the commissioner shall promptly notify the applicant in a
record of the date on which the application was determined to be complete. The
commissioner shall approve or deny the application within sixty days after the
completion date; or the commissioner may for good cause extend the application
period.
6. A determination by the commissioner 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.
7. When an application is filed and considered complete under subsection 5, the
commissioner 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 commissioner shall approve an
acquisition of control pursuant to this section if the commissioner finds that all of the
following conditions have been fulfilled:
a. The requirements of subsections 2 and 4 have been met, as applicable; and
b. 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.
8. If an applicant avails itself or is otherwise subject to a multistate licensing process:
a. The commissioner may accept the investigation results of a lead investigative
state for the purpose of subsection 7 if the lead investigative state has sufficient
staffing, expertise, and minimum standards; or
b. If North Dakota is a lead investigative state, the commissioner may investigate
the applicant pursuant to subsection 7 and the time frames established by
agreement through the multistate licensing process.
9. The commissioner shall issue a formal written notice of the denial of an application to
acquire control within thirty days of the decision to deny the application. The
commissioner shall set forth in the notice of denial the specific reasons for the denial
of the application. An applicant whose application is denied by the commissioner under
this subsection may appeal within thirty days after receipt of the written notice of the
denial by requesting a hearing before the commissioner in accordance with chapter
28-32.
10. The requirements of subsections 1 and 2 do not apply to any of the following:
a. 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;
b. A person that acquires control of a licensee by devise or descent;
c. 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;
d. A person that is exempt under subsection 7 of section 13-09.1-02;
e. A person that the commissioner determines is not subject to subsection 1 based
on the public interest;
f. A public offering of securities of a licensee or a person in control of a licensee; or
g. An internal reorganization of a person in control of the licensee where the
ultimate person in control of the licensee remains the same.
11. Persons in subdivisions b, c, d, f, and g of subsection 10 in cooperation with the
licensee shall notify the commissioner within fifteen days after the acquisition of
control.
12. The requirements of subsections 1 and 2 do not apply to a person that has complied
with and received approval to engage in money transmission under this chapter or was
identified as a person in control in a prior application filed with and approved by the
commissioner or by a money service business accredited state pursuant to a
multistate licensing process, provided that:
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 five 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 a money
service business accredited state if such rating was given;
c. The licensee to be acquired is projected to meet the requirements of sections
13-09.1-32, 13-09.1-33, and 13-09.1-34 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 sections 13-09.1-32, 13-09.1-33, and
13-09.1-34 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 subdivisions a through d in a form and in a medium prescribed by the
commissioner.
If the notice is not disapproved within thirty days after the date on which the notice was
determined to be complete, the notice is deemed approved.
13. Before filing an application for approval to acquire control of a licensee 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 of a licensee, the proposed person and transaction is not subject to
the requirements of subsections 1 and 2.
14. If a multistate licensing process includes a determination pursuant to subsection 13
and an applicant avails itself or is otherwise subject to the multistate licensing process:
a. The commissioner may accept the control determination of a lead investigative
state with sufficient staffing, expertise, and minimum standards for the purpose of
subsection 13; or
b. If North Dakota is a lead investigative state, the commissioner may investigate
the applicant pursuant to subsection 13 and the time frames established by
agreement through the multistate licensing process.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t13c09-1.pdf#nameddest=13-09p1-16Fetched: 10/16/2026