Transfer is required when more than 25% ownership of a licensed entity is conveyed.  Ownership here refers to both direct ownership, and indirect ownership.  More than 25% of the outstanding voting stock of a company includes a cummulation of all changes that have been made to ownership since the license was issued, based upon the information provided in the original application, or since the last transfer.  For example, separate changes of 10%, then 15%, then 5% would require consent when the cumulative total is expected to total more than 25%.  In this example, approval must be obtained before the last 5% change is transacted.  When change in ownership is expected to occur, persons in the company can determine appropriate actions by reviewing the law under which the license is authorized. 

Section 8 of the Act requires prior approval by the Commissioner for the transfer of a license.  That section reads:

“(2) A license shall not be transferred or assigned without the prior consent of the commissioner.  For purposes of this subsection, transfer means the sale, assignment, or conveyance of more than 25% of the outstanding voting stock of a licensee that is a corporation, or more than 25% of the ownership interest in a licensee that is a partnership or other legal entity.”

Transfer Instructions

 Notification must be made to OFIR to request the commissioner’s approval of a proposed change in ownership.  File all transfers on Form MU1 through NMLS.  All changes must be reported through the Direct Owners and Executive Officers section and Indirect Owners section, as applicable.

When is an Investigation Required?

• If licensee proposes to transfer voting stock or other types of ownership to new persons or companies, an investigation of those persons is required.
• If licensee proposes an internal change of persons presently holding ownership, which do not include new persons, no investigation is required.

Requirement of Proposed New Owners

For the transfer of a license to new shareholders, each proposed new owner must complete a Form MU2 through NMLS.

Resignation of Shareholders

If a transfer is the result of a resigning shareholder, and there are no other changes to the licensee, copies of the resignation and cancelled stock certificates must be submitted.

Cost to Transfer

All fees are collected by OFIR and are not transferable.

• $450.00 investigation fee when there are new owners
• $50.00 transfer fee when there are no new owners

 Return License Certificate

Return to OFIR the license certificate that contains the commissioner’s signature, and the gold seal or watermark.
 
Publicly Held Companies

provide OFIR directly with information that will assist in the investigation, such as, a statement describing the nature of the business, financial information such as an audited financial statement, and a 10-K or an annual report, plus a listing of persons holding 20% or more total ownership.

Evidence of New Ownership

Once the Commissioner has consented to the transfer of ownership request, provide evidence of the new ownership, such as a copy of the amended operating agreement, cancelled and new stock certificate(s), or purchase agreement.

Filing a transfer through NMLS does not authorize you to conduct business with the changes(s) requested.  You must receive authorization from the Consumer Finance Licensing Unit before conducting business with the change(s) requested.

Items required to be submitted directly to OFIR are sent to the address below within 5 business days of filing the transfer request through the NMLS:

OFIR- Consumer Finance Licensing Unit
PO Box 30220
Lansing, MI 48909-7720

Or for overnight delivery:

OFIR- Consumer Finance Licensing Unit
611 W. Ottawa Street – 3rd floor
Lansing, MI 48933

Questions pertaining to the completion of a transfer request may be directed to the Consumer Finance Licensing Unit at (877) 999-6442.