§ 345. Application for acquisition of control of licensed lender by
purchase of stock. 1. Prior to the acquisition of control of a licensee
under this article by means of the acquisition of the capital stock or
equity interests in such licensee or in any person who directly or
indirectly controls such licensee, the person desirous of acquiring such
capital stock or other equity interests shall make written application
to the superintendent. Such application shall be in such form and shall
contain such information, including the information required under
section three hundred forty-one of this article, as the superintendent
may require and such applicant, at the time of making such application
if not licensed, shall pay to the superintendent an investigation fee as
prescribed pursuant to section eighteen-a of this chapter. If such
licensee is licensed, upon payment of an investigation fee as prescribed
pursuant to section eighteen-a of this chapter, the superintendent shall
approve the acquisition if it is found that such acquisition is in
accordance with the purposes of this article. If such person is not
licensed, the superintendent shall determine whether the financial
responsibility, experience, character, and general fitness of the
applicant, and of the members thereof if the applicant be a partnership
or association, and of the officers, directors and controlling
stockholders thereof if the applicant be a corporation, are such as to
command the confidence of the community and to warrant belief that the
business will be operated honestly, fairly, and efficiently within the
purpose of this article. Unless the superintendent shall have denied
such application in writing within ninety days of the filing thereof,
such application shall be deemed approved. If no such application has
been made, the license for each place of business maintained and
operated by the licensee shall, at the discretion of the superintendent,
become null and void and each such license shall be surrendered to the
superintendent. In addition, the superintendent may, in a proceeding
after notice and a hearing, require any person who has failed to make
application pursuant to this subdivision to pay the people of this state
a penalty in an amount as determined pursuant to section forty-four of
this chapter for each day of said violation.

As used in this subdivision, (a) the term "person" includes an
individual, partnership, corporation, association or any other
organization and (b) the term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether by means of the ownership
of the voting stock or equity interests of such person or of one or more
persons controlling such person, by means of a contractual arrangement,
or otherwise. Control shall be presumed to exist if any person directly
or indirectly owns, controls or holds with the power to vote ten per
centum or more of the voting stock or equity interests of the person
desirous of continuing to maintain and operate a licensee's place of
business or of any entity which directly or indirectly controls such
person. The superintendent may, upon the application of a licensee or
any such person or entity, determine whether or not the ownership,
control or holding of such voting stock or equity interests constitutes
or would constitute control for purposes of this subdivision.

2. For a period of six months from the date of qualification thereof
and for such additional period of time as the superintendent may
prescribe in writing, the provisions of subdivision one of this section
shall not apply to a transfer of control by operation of law to the
legal representative, as hereinafter defined, of one who has control of
a licensee. Thereafter, such legal representative shall comply with the
provisions of subdivision one of this section. The provisions of
subdivision one of this section shall be applicable to an application
made under such section by a legal representative.

The term "legal representative," for the purposes of this section,
shall mean one duly appointed by a court of competent jurisdiction to
act as executor, administrator, trustee, committee, conservator or
receiver, including one who succeeds a legal representative and one
acting in an ancillary capacity thereto in accordance with the
provisions of such court appointment.

If any provision of this section, or the application of such provision
to any individual, company, corporation or circumstance, shall be held
invalid, the remainder of this section, and the application thereof to
anyone other than one to which it is held invalid, shall not be affected
thereby.