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<regulation prefix="Regulation" num=".04" citation="COMAR 14.17.06.04" title_num="14" subtitle_num="17" chapter_num="06" heading="Transfer of Ownership Interest in a License.">
  <paragraph num="A.">
    <text>A cannabis licensee, including a cannabis licensee whose license was converted in accordance with Alcoholic Beverages and Cannabis Article, §36-401, Annotated Code of Maryland, is not transferable except as provided under Alcoholic Beverages and Cannabis Article, §36-503, Annotated Code of Maryland.</text>
  </paragraph>
  <paragraph num="B.">
    <text>If a proposed transfer is for less than 5 percent of a cannabis licensee and the proposed transfer will not result in the transferee holding 5 percent or more of the licensee, then the proposed transfer does not require approval by the Administration.</text>
  </paragraph>
  <paragraph num="C.">
    <text>The Administration may approve a transfer or assignment of ownership if:</text>
    <paragraph num="(1)">
      <text>The Administration receives notice of the intent of the owner of the interest, or of the estate of the owner of the interest, to transfer or assign an ownership interest in a license to another party, in a form prescribed by the Administration;</text>
    </paragraph>
    <paragraph num="(2)">
      <text>The proposed transfer does not violate Alcoholic Beverages and Cannabis Article, Title 36, Annotated Code of Maryland;</text>
    </paragraph>
    <paragraph num="(3)">
      <text>The transferee has paid the required fee specified in COMAR 14.17.21; and</text>
    </paragraph>
    <paragraph num="(4)">
      <text>The transferee has provided criminal history record and financial information to the Administration.</text>
    </paragraph>
  </paragraph>
  <paragraph num="D.">
    <text>The Administration shall deny transfer of an interest for any proposed transferee:</text>
    <paragraph num="(1)">
      <text>If the transfer violates COMAR 14.17.16;</text>
    </paragraph>
    <paragraph num="(2)">
      <text>If the transfer would convey a controlling interest in the license prior to the cannabis licensee being licensed and operational for a period of at least 5 years, and is not proposed due to death, disability, incapacity, bankruptcy, or receivership in accordance with a lending agreement of a cannabis licensee or court order; or</text>
    </paragraph>
    <paragraph num="(3)">
      <text>If, prior to the cannabis licensee being licensed and operational for a period of at least 5 years, the transfer would convey to the transferee the right or authority to obtain a controlling interest in the license at a later date.</text>
    </paragraph>
  </paragraph>
  <paragraph num="E.">
    <text>The Administration may deny transfer of an interest for any proposed transferee if the:</text>
    <paragraph num="(1)">
      <text>Transferee or an individual with ownership or control of the transferee has been convicted of or pleaded nolo contendere to a crime involving moral turpitude, whether or not any appeal or other proceeding is pending to have the conviction or plea set aside;</text>
    </paragraph>
    <paragraph num="(2)">
      <text>Payment of taxes due in any jurisdiction is in arrears.</text>
    </paragraph>
  </paragraph>
  <paragraph num="F.">
    <text>The Administration may deny transfer of a controlling interest in a license or in an ownership interest of 5 percent or more if the Administration finds good cause to deny the proposed transfer.</text>
  </paragraph>
  <paragraph num="G.">
    <text>Any individual or entity identified as having ownership or control of a license may not hold an ownership interest that exceeds the limitations set forth in Alcoholic Beverages and Cannabis Article, §36-401(e), Annotated Code of Maryland.</text>
  </paragraph>
  <paragraph num="H.">
    <text>If the Administration approves a transfer of an ownership interest of a license and subsequently the Administration finds that such a transfer violates State, local, or federal law, the Administration may:</text>
    <paragraph num="(1)">
      <text>Issue a fine against any parties involved in the transfer;</text>
    </paragraph>
    <paragraph num="(2)">
      <text>Declare the transfer void; and</text>
    </paragraph>
    <paragraph num="(3)">
      <text>Rescind the license.</text>
    </paragraph>
  </paragraph>
  <paragraph num="I.">
    <text>Prior to the transfer, the licensee shall conduct a full inventory of all cannabis and cannabis products, in a manner prescribed by the Administration.</text>
  </paragraph>
  <paragraph num="J.">
    <text>Employee Incentive Programs.</text>
    <paragraph num="(1)">
      <text>In this section, the term “incentive unit” means a unit of ownership in the licensee or its parent, subsidiary, or affiliate such as stock or limited liability company membership, issued to an individual as part of a licensee’s employee incentive program or other compensation.</text>
    </paragraph>
    <paragraph num="(2)">
      <text>A licensee may issue employee incentive units as part of an employee compensation plan.</text>
    </paragraph>
    <paragraph num="(3)">
      <text>A licensee shall:</text>
      <paragraph num="(a)">
        <text>Establish a detailed employee incentive plan for each individual to whom it intends to issue incentive units and issue incentive units in accordance with the plan; and</text>
      </paragraph>
      <paragraph num="(b)">
        <text>Upon request, provide a copy of the plan in §J(3)(a) of this regulation, in a manner prescribed by the Administration.</text>
      </paragraph>
    </paragraph>
    <paragraph num="(4)">
      <text>A licensee may not issue employee incentive units in a way that violates:</text>
      <paragraph num="(a)">
        <text>This regulation;</text>
      </paragraph>
      <paragraph num="(b)">
        <text>This chapter;</text>
      </paragraph>
      <paragraph num="(c)">
        <text>This subtitle;</text>
      </paragraph>
      <paragraph num="(d)">
        <text>Alcoholic Beverages and Cannabis Article, Title 36, Annotated Code of Maryland.</text>
      </paragraph>
    </paragraph>
    <paragraph num="(5)">
      <text>Incentive units issued to employees under this section may not:</text>
      <paragraph num="(a)">
        <text>Exceed 5 percent total ownership to any one individual; or</text>
      </paragraph>
      <paragraph num="(b)">
        <text>Change the control structure of the license.</text>
      </paragraph>
    </paragraph>
    <paragraph num="(6)">
      <text>In the annual disclosure of ownership and control report required by COMAR 14.17.16.02, a licensee shall disclose any employee incentive unit issuances or transfers that have occurred since the date of the licensee's last annual disclosure submission.</text>
    </paragraph>
  </paragraph>
</regulation>