Stock Sale, Qualifying and Ownership Changes

While a “C-17” can help us take ‘stock’ of a company sale, it’s a qualified answer I give him. An attorney, who is losing sleep about a family matter, gets a ‘knock-out’ response and doesn’t miss a ‘step’…

Q:  I am wanting to sell my window business which is a Corporation. It will be an Asset only sale. The prospective buyer has had a General contractor’s license for 10 years, but he will need to get a “C-17” (Glazing). I will need to keep the current Corp open for a time to wind it down. Can I keep my current license and Qualify to be added to his license somehow?

A:  The only way you would be permitted to Qualify both licenses at the same time would be if you own at least 20% of your Corporation and 20% of the Buyer’s Company, which I’m thinking is not the case in your situation.  Keep in mind though, if you have to Disassociate from your license in order to bring your “C-17” qualification to the buyer’s license, your license will remain Active for a period of 90 days, which will allow you some time to wind things down.

Q:  I am an attorney and have a client who is transferring some of the ownership of his Contracting business to his two sons and he has me preparing all of the legal documents and Stock transfer.  I was hoping you could advise me on whether he/we need to be notifying the CSLB first.  Please help me sleep better tonight!  The licensed Contractor currently owns 100% of the Corporation, and the transfer will end with the Contractor owning one-third, and each of his two sons owning one-third.  If we do need to notify the CSLB, is there a form to fill out, or how does that work?  I am definitely nervous having them sign off on this if there is a step we are missing.

A:  B&P Code Section 7083 states licensees shall notify the CSLB in writing within 90 days, on the appropriate form, of any change to information recorded under the chapter.  However, the situation you described would not warrant any requirement to notify the CSLB, nor is there an appropriate form which reflect this situation.  The requirement for notifying the CSLB of ownership changes/transfers would be situations such as if the qualifying individual’s ownership changed from more than 10% to below 10%, or if there was a change in the entity itself, if there were a change in Personnel of record, change of business name, address, etc.

Contractor’s Note! 

I want to close with this Covid pandemic reminder. The holidays ahead will slow down the process in workplaces and our government agencies, so add that to the pandemic related delays and get your paperwork moving now! Call if you need advice or assistance.