Or. Admin. Code § 845-025-1165 - Change of Business Structure

(1) For the purposes of this rule, "change of business structure":

(a) Means a change in a licensee's or laboratory licensee's ownership structure by adding an individual or legal entity who meets the qualifications of an applicant as described in OAR 845-025-1045 or by removing an individual or legal entity that is a licensee or laboratory licensee.

(b) Does not mean a "change of ownership" as described in OAR 845-025-1170.

(2) Until March 31, 2023:

(a) A licensee or laboratory licensee that undergoes a change of business structure must, prior to making the change, submit:

(A) A form prescribed by the Commission; and

(B) Any information identified in the form to be submitted to the Commission.

(b) The Commission must review the form and other information submitted under subsection (a) of this section.

(c) If the Commission determines that the addition of an individual or legal entity who meets the qualifications of an applicant as described in OAR 845-025-1045 would result in an initial or renewal application denial under OAR 845-025-1115, or serve as the basis of a license suspension or revocation, the licensee may remove that individual or legal entity from the business. If the licensee does not remove that individual or legal entity from the business, the Commission shall propose license suspension or revocation under OAR 845-025-1115.

(d) Notwithstanding subsection (a) of this section, a licensee or laboratory licensee does not need to notify the Commission prior to the following changes occurring, but must notify the Commission within 60 calendar days of the following change occurring:

(A) A shareholder of a publicly traded corporation acquiring or accumulating twenty percent or more of the voting stock; or

(B) A publicly traded corporation adding or removing principal officers.

(3) On or after April 1, 2023:

(a) A licensee or laboratory licensee proposing a change of business structure must, prior to making the change, submit in a manner prescribed by the Commission:

(A) A form prescribed by the Commission;

(B) For a retailer proposing a change of business structure by adding an individual or legal entity who meets the qualifications of an applicant as described in OAR 845-025-1045(3) and (4), a certificate of tax compliance for each proposed new applicant, issued within 90 calendar days of date the form required in paragraph (A) of this subsection is submitted; and

(C) Any other information identified in the form to be submitted to the Commission.

(b) The Commission must review the form and other information submitted under subsection (a) of this section.

(A) If the Commission determines that the submission appears to be complete, the Commission will notify the licensee or laboratory licensee that the change is conditionally approved.

(B) If the Commission does not notify the licensee or laboratory licensee that the submission is incomplete within five business days of receiving the submission, the change is conditionally approved.

(C) If the retailer has not submitted the information required in section (3)(a)(B) of this rule the change request is deemed incomplete and must be resubmitted.

(c) Notwithstanding subsection (a) of this section:

(A) A licensee or laboratory licensee must notify the Commission within 60 calendar days, but does not need to notify the Commission prior to making the following changes:

(i) A shareholder of a publicly traded corporation acquiring or accumulating twenty percent or more of the voting stock; or

(ii) A publicly traded corporation adding or removing principal officers.

(B) Except as provided in subjection (3)(d) of this rule, the changes described in paragraph (A) of this subsection are considered conditionally approved if, within 60 calendar days of the changes occurring, the licensee or laboratory licensee submits:

(i) A form prescribed by the Commission; and

(ii) For a retailer proposing a change of business structure by adding an individual or legal entity who meets the qualifications of an applicant as described in OAR 845-025-1045(3) and (4), a certificate of tax compliance for each proposed new applicant, issued within 90 calendar days of date the form required in paragraph (A) of this subsection is submitted; and

(iii) Any information identified in the form to be submitted to the Commission.

(C) The Commission must review the form and other information submitted under paragraph (B) of this subsection. If the Commission determines that the submission does not include all information required by paragraph (B) of this subsection, the Commission will notify the licensee or laboratory licensee.

(d) If a retailer does not submit a change of business structure notice with the information required under section (3)(c)(B)(ii) of this rule within 60 calendar days of the changes occurring, the notice is deemed incomplete and is not conditionally approved.

(e) The Commission may withdraw the conditional approval and deny a change requested under subsections (a) or (c) of this section if:

(A) The requested change constitutes a "change of ownership" as described in OAR 845-025-1170; or

(B) The Commission has reason to believe that the addition of an individual or legal entity who meets the qualifications of an applicant as described in OAR 845-025-1045 would result in an initial or renewal application denial under OAR 845-025-1115, or serve as the basis of a license suspension or revocation; or

(C) The Commission determines that the form or information submitted under subsection (3)(a) or paragraph (3)(c)(B) of this rule are incomplete; or

(D) The form or information submitted under subsection (3)(a) or paragraph (3)(c)(B) of this rule contains false or misleading information; or

(E) The licensee fails to pay the fee specified in OAR 845-025-1060(8)(a) within 30 days if the Commission requires a criminal background check for any persons that the licensee or laboratory licensee requests to add to the license.

(f) If the Commission denies a change requested under this rule, the licensee or laboratory licensee has a right to a hearing under the procedures of ORS chapter 183.

(g) If the Commission determines that there is no basis to deny a change requested under this rule, the Commission shall notify the applicant in writing that the change has been approved.

(4) Violations. Failure to notify the Commission of changes in business structure as described in this rule is a Category III violation.

Notes

Or. Admin. Code § 845-025-1165

OLCC 202-2022, adopt filed 11/21/2022, effective 1/1/2023; OLCC 4-2023, temporary amend filed 06/15/2023, effective 6/16/2023through 12/12/2023; OLCC 6-2023, amend filed 11/17/2023, effective 12/13/2023

Statutory/Other Authority: ORS 475C.017

Statutes/Other Implemented: ORS 475C.037, 475C.189 & 475C.548