Current through Reg. 50, No. 187; September 24, 2024
(1)
Pursuant to Section 1005.31(9),
F.S., a licensed institution shall notify the Commission prior to a change of
ownership or control. The notification shall be made in writing no less than 30
days prior to the change. The Commission shall review each case and, if the
standards for licensure are met, take affirmative action to issue a new license
after receipt and evaluation of the appropriate documentation and payment of
the required fee. The Commission shall make the final determination as to
whether a change of ownership or control has occurred.
(2) Change of ownership means a transfer,
assignment, or conveyance of issued or outstanding stock or other instrument of
ownership which results in a change in control of the institution.
(a) For a privately held corporation, a
change of ownership occurs:
1. When a majority
of stock or other instrument of ownership is conveyed; or
2. When an amount of stock or other
instrument of ownership sufficient to increase an individual's holdings to 50
percent or above is conveyed; or
3.
When the majority of the institution's governing board changes within a
calendar year.
(b) For a
publicly held corporation, a change of ownership occurs:
1. When there is a change of 50 percent or
more of the voting members of the board of directors in any 12-month period;
or
2. When there is a change in the
number of voting members of the board of directors in any 12-month period that
will allow a group of directors to exercise control who could not exercise
control before the change; or
3.
When there is an acquisition of outstanding voting shares by any entity or
group whereby that entity or group owns 50 percent or more of the total
outstanding voting shares; or
4.
When any other transaction occurs that is deemed by an appropriate governmental
agency to constitute a change of control, including but not limited to a
transaction that requires the corporation to file a notice of change of
ownership with the Securities and Exchange Commission of the United
States.
(c) For a
not-for-profit corporation, a change of ownership occurs:
1. When there is a change of 50% percent or
more of the voting members of the controlling board in any 12-month period;
or
2. When there is a change in the
number of voting members of the controlling board in any 12-month period that
will allow a group of members to exercise control who could not exercise
control before the change.
(d) For a limited liability company, a change
of ownership occurs:
1. When the transfer of
50% percent or more of the direct or beneficial ownership interest is conveyed
from one member or members to another member or members; or
2. When there is a transfer of direct or
beneficial ownership interest that results in the holding of 50% percent or
more of the total direct or beneficial ownership interest by any member other
than any previous member who owned 50% percent or more of the total direct or
beneficial ownership interest; or
3. When there is a transfer of direct or
beneficial ownership interest whereby a member's direct or beneficial ownership
interest decreases from more than 50% percent to less than 50% percent;
or
4. When there is any other
transaction whereby a member or group of members who previously could not
exercise control of the company as described in this rule now can exercise
control.
(e) For purposes
of determining ownership, married couples shall be considered a single entity,
and closely related family groups shall be considered a single entity when all
of the present and future relevant stockholders actively participate in the
management of the corporation. No change of ownership occurs when stock is
transferred to a close family member by operation of law or inheritance upon
the death of one of the stockholders.
(3) A change in control means any change in
the organization of an institution which affects the authority to establish or
modify institutional policies, standards, and procedures. A change in control
occurs when a person acquires or loses control of an institution or of the
parent corporation that owns the institution, whether by means of the sale of
the institution, sale of the assets, transfer of the controlling interest of
stock, conversion of the institution from nonprofit to for-profit or vice
versa, or similar transaction. A change in control does not occur upon the
retirement or death of the owner of an institution, if ownership and control
passes to a member of the owner's family or to a person with a pre-existing
ownership interest in the institution.
(4) With the written notification provided to
the Commission as required in subsection (1) of this rule, the institution
shall provide:
(a) A written statement of the
anticipated effects of such change upon the name, purpose, programs, personnel,
administrative organization, finances, and other standards for licensure, and
upon its accredited status, if accredited.
(b) A copy of the institution's last
application for licensure, or licensure review, annotated to disclose all
changes to the materials previously submitted.
(c) The new owners, in the case of a change
of ownership, shall provide a written sworn statement attesting to:
1. The accuracy and completeness of the
materials presented to the Commission;
2. A guarantee that the new ownership will
comply with the requirements of Chapter 1005, F.S., and these rules;
3. Confirmation that the new owner(s), chief
administrative officers, directors, or registered agents are not ineligible to
hold such positions in a licensed institution, pursuant to Sections
1005.38(2), (3) and
(4), F.S.
(d) Information and fee required for the
criminal justice information investigation authorized by Section
1005.38(4),
F.S.
(5) If a change of
ownership or control occurs in the period between regularly scheduled
Commission meetings, the materials submitted are complete and in compliance
with Commission standards, and if it appears to be in the best interest of the
students, interim executive approval of the change and interim Provisional
Licensure shall be granted by the Executive Director and reported to the
Commission at its next meeting for further action.
(6) The currently licensed institution shall
be responsible for arranging and conducting a change in ownership or control in
a manner and at a time so that there is no adverse impact on the opportunity of
currently enrolled students to complete their training and receive student
services. In addition, the institution shall remain responsible for properly
completing the training of the enrolled students and for providing the student
services, and shall be subject to disciplinary action for any violations of
statutes and rules which may occur in that regard during the transition. A
change of ownership or control of a institution, or the issuance of a new
license, shall not in any manner release the institution from its legal
obligations to enrolled students to provide education and services required
under the student's enrollment agreement, Chapter 1005, F.S., or the rules of
the Commission. The new licensee shall be under a continuing obligation to
fulfill the terms of all contracts with the enrolled
students.
Rulemaking Authority
1005.31(9)(b)
FS. Law Implemented 1005.31(9)(b)
FS.
New 4-2-03.
