Form DBPR ELC-6 "Application for Certificate of Approval for/Notification of Change of Ownership (Asset Purchase)" - Florida

What Is Form DBPR ELC-6?

This is a legal form that was released by the Florida Department of Business & Professional Regulation - a government authority operating within Florida. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on August 1, 2018;
  • The latest edition provided by the Florida Department of Business & Professional Regulation;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a printable version of Form DBPR ELC-6 by clicking the link below or browse more documents and templates provided by the Florida Department of Business & Professional Regulation.

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State of Florida
Department of Business and Professional Regulation
Board of Employee Leasing Companies
Application for Certificate of Approval for/Notification of Change of Ownership (Asset Purchase)
Form # DBPR ELC 6
APPLICATION CHECKLIST – IMPORTANT – Submit all items on the checklist below with your
application to ensure faster processing.
APPLICATION REQUIREMENTS
ALL Change of Ownership Applicants must submit:
Fees:
• Application Fee:
$250 non-refundable application fee.
If an Employee Leasing Company Group is changing ownership, each separate member
of the group that is changing ownership must submit an application fee of $250.
Make check payable to the Florida Department of Business and Professional
Regulation.
Complete DBPR ELC 6 – Application for Certificate of Approval for/ Notification of Change of
Ownership
Complete DBPR EL – 4512 Historical Sketch (for 10-49% ownership, if not already licensed as a
controlling person or are applying to be a controlling person).
Pro Forma balance sheet of the assets and liabilities of the licensed Company(s) following the
acquisition of assets (to be completed by Purchaser).
Workers’ compensation certification for each Company into which client assets were added
Please send your completed application, documentation and required fee(s) to:
Department of Business and Professional Regulation
2601 Blair Stone Road
Tallahassee, FL 32399-0783
www.MyFloridaLicense.com
Please attach a ProForma balance sheet to project the company's financial position "immediately"
following or "subsequent" to the purchase or acquisition of control (i.e., financial statements of the
employee leasing company being purchased).
Please have DBPR EL-4512 - Historical Sketch form completed by all applicable individuals who are not
already licensed controlling persons or controlling person applicants.
Anyone meeting the following definition subsequent to a purchase or acquisition of control of an
employee leasing company must obtain a controlling person license.
SECTION 468.520 (7), FLORIDA STATUTES – DEFINITION OF CONTROLLING PERSON
Controlling person means:
(a) Any natural person who possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of any employee leasing company, including, but not limited to:
1. Direct or indirect control of 50 percent or more of the voting securities of the employee leasing company;
or
2. The general power to endorse any negotiable instrument payable to or on behalf of the employee
leasing company or to cause the direction of the management or policies of any employee leasing
company; or
(b) Any natural person employed, appointed, or authorized by any employee leasing company to enter into
a contractual relationship with a client company on behalf of the employee leasing company.
SECTION 468.5245(2), FLORIDA STATUTES – CHANGE OF OWNERSHIP
(2) A person or entity that seeks to purchase or acquire control of an employee leasing company or
group licensed or registered under this part must first apply to the board for a certificate of approval for
the proposed change of ownership. However, prior approval is not required if, at the time the purchase or
DBPR ELC-6 Change of Ownership (Asset Purchase)
Eff. Date: August 2018
Incorporated by Rule: 61-35.013
1 of 6
State of Florida
Department of Business and Professional Regulation
Board of Employee Leasing Companies
Application for Certificate of Approval for/Notification of Change of Ownership (Asset Purchase)
Form # DBPR ELC 6
APPLICATION CHECKLIST – IMPORTANT – Submit all items on the checklist below with your
application to ensure faster processing.
APPLICATION REQUIREMENTS
ALL Change of Ownership Applicants must submit:
Fees:
• Application Fee:
$250 non-refundable application fee.
If an Employee Leasing Company Group is changing ownership, each separate member
of the group that is changing ownership must submit an application fee of $250.
Make check payable to the Florida Department of Business and Professional
Regulation.
Complete DBPR ELC 6 – Application for Certificate of Approval for/ Notification of Change of
Ownership
Complete DBPR EL – 4512 Historical Sketch (for 10-49% ownership, if not already licensed as a
controlling person or are applying to be a controlling person).
Pro Forma balance sheet of the assets and liabilities of the licensed Company(s) following the
acquisition of assets (to be completed by Purchaser).
Workers’ compensation certification for each Company into which client assets were added
Please send your completed application, documentation and required fee(s) to:
Department of Business and Professional Regulation
2601 Blair Stone Road
Tallahassee, FL 32399-0783
www.MyFloridaLicense.com
Please attach a ProForma balance sheet to project the company's financial position "immediately"
following or "subsequent" to the purchase or acquisition of control (i.e., financial statements of the
employee leasing company being purchased).
Please have DBPR EL-4512 - Historical Sketch form completed by all applicable individuals who are not
already licensed controlling persons or controlling person applicants.
Anyone meeting the following definition subsequent to a purchase or acquisition of control of an
employee leasing company must obtain a controlling person license.
SECTION 468.520 (7), FLORIDA STATUTES – DEFINITION OF CONTROLLING PERSON
Controlling person means:
(a) Any natural person who possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of any employee leasing company, including, but not limited to:
1. Direct or indirect control of 50 percent or more of the voting securities of the employee leasing company;
or
2. The general power to endorse any negotiable instrument payable to or on behalf of the employee
leasing company or to cause the direction of the management or policies of any employee leasing
company; or
(b) Any natural person employed, appointed, or authorized by any employee leasing company to enter into
a contractual relationship with a client company on behalf of the employee leasing company.
SECTION 468.5245(2), FLORIDA STATUTES – CHANGE OF OWNERSHIP
(2) A person or entity that seeks to purchase or acquire control of an employee leasing company or
group licensed or registered under this part must first apply to the board for a certificate of approval for
the proposed change of ownership. However, prior approval is not required if, at the time the purchase or
DBPR ELC-6 Change of Ownership (Asset Purchase)
Eff. Date: August 2018
Incorporated by Rule: 61-35.013
2 of 6
acquisition occurs, a controlling person of the employee leasing company or group maintains a controlling
person license under this part. Notification must be provided to the board within 30 days after the
purchase or acquisition of such company in the manner prescribed by the board.
Instructions
If you have any questions or need assistance in completing this application, please contact the
Department of Business and Professional Regulation, Customer Contact Center, at 850.487.1395.
1) Application Instructions by section
a) Section I- Applicant Type
i)
Select the type of application requested.
b) Section II- Company Information
i)
Provide the name(s) and license number(s) of company(s) being purchased or of which
control is being acquired.
ii) Provide the effective date of the purchase or acquisition of control.
iii) Determine whether if, prior to the purchase or acquisition of control, the employee leasing
company was licensed as a group, all group members will be part of the purchase or
acquisition of control. If
not,
explain which group members will remain and how they will be
licensed. Provide information on a separate page as an attachment.
iv) Determine whether any portion of the company will remain subsequent to the purchase or
acquisition of control. If so, explain what will happen to the remaining portion.
v) Provide any changes of address subsequent to the purchase or acquisition of control, if
applicable.
vi) For any controlling person who will no longer serve in that capacity subsequent to the
purchase or acquisition of control, indicate whether that controlling person is relinquishing
their license or transferring to a different employee leasing company
c) Section III- Ownership Information
i)
List owners and officers subsequent to purchase or acquisition of control. (Include all
officers, plus all 10% or more owners.) If owner is a corporate entity, please provide a
separate schedule providing information as requested on the officers of the parent
firm and ultimate owners (natural persons).
ii) List name, address, telephone number and e-mail addresses where owners/officers can be
reached.
d) Section IV – Ownership and Other Information for Company(s) Selling a Majority of Their
Business Assets
Have a controlling person of the employee leasing company, the assets of which are
i)
being/have been sold, identify the following as they exist/existed just prior to the sale:
1. All owners and officers (Include all officers, plus all 10% or more owners.) Attach additional
sheet if necessary.
2. Telephone numbers where owners/officers can be reached.
3. Account balances of all selling company liabilities.
4. Description of plan for resolution of each liability listed above. Attach a response if necessary.
5. Description of any repayment plan if delinquent taxes are owed. Attach a response if
necessary.
6. Number of leased employees and plans for their transition.
ii) Have a controlling person of the company that will purchase/purchased the assets
identify the following as they exist/existed just subsequent to the asset purchase:
1. Account balances of purchasing company liabilities.
2. Description of plan for resolution of each liability listed above. Attach a response if necessary.
3. Description of any repayment plan if delinquent taxes are owed. Attach a response if
necessary.
4. Description of what became of the leased employees of the selling entity.
e) Section V- Affirmation by Written Declaration of Purchaser
i)
The applicant must sign the affirmation by written declaration.
f) Section VI- Affirmation by Written Declaration of Seller
i)
The applicant must sign the affirmation by written declaration.
DBPR ELC-6 Change of Ownership (Asset Purchase)
Eff. Date: August 2018
Incorporated by Rule: 61-35.013
3 of 6
State of Florida
Department of Business and Professional Regulation
Board of Employee Leasing Companies
Application for Certificate of Approval for/Notification of Change of Ownership (Asset Purchase)
Form # DBPR ELC 6
If you have any questions or need assistance in completing this application, please contact the
Department of Business and Professional Regulation, Customer Contact Center, at 850.487.1395.
For additional information see the Instructions at the beginning of this application.
Section I – Application Type (to be completed by Purchaser)
 Notification of Change of Ownership/Asset Purchase [6302/6303/6304-3022]
Note: For Notification of Change of Ownership a licensed controlling person from all employee leasing
companies must continue to serve as controlling person of each licensed Company after the purchase
or acquisition of control of a majority of business assets.
Section II – Licensed Company(s) Information (to be completed by Seller)
COMPANY INFORMATION (of Company(s) being purchased or control is being acquired)
Name
License #
Additional Company Information
What is the proposed or effective date of the asset purchase or acquisition of control?
______________
Were all assets of each Company purchased?
 Yes
No
If not, please explain, for each Company what percentage of assets were purchased and, what
happened to assets that were not purchased?
(Please provide information on a separate page as an attachment.)
Please select one of the following as it relates to the licensed Company(s) after purchased/control
acquired:
 Remain as currently licensed single Company
 Remain as currently licensed group
 Remain as a currently licensed group with changes to the make-up of the group license
(If the group leader is not purchased, and the remaining Companies are purchased, a new
application for licensure must be filed and approved before the stock acquisition can be made.)
 An addition to an existing group ____________________________ (group license number)
Other __________________________________________________________
Contact Information For Seller
Street Address or P.O. Box
City
State
Zip Code (+4 optional)
Phone Number
Email Address
DBPR ELC-6 Change of Ownership (Asset Purchase)
Eff. Date: August 2018
Incorporated by Rule: 61-35.013
4 of 6
Section II – Selling Company(s) Information (continued) (to be completed by Seller)
Is there any change of any Company(s) address whose assets have been purchased subsequent
to the purchase of assets? If so, please provide:
Street Address or P.O. Box
City
State
Zip Code (+4 optional)
Phone Number
Email Address
Are there any controlling persons of the Company(s) that sold a majority of their business assets prior
to purchase or acquisition of control who will no longer maintain controlling person status subsequent
to the sale?
Yes If so, list them below:
No
Name
License Number
Name
License Number
Please select one of the following as it relates to the controlling person(s) of the selling
companies who will no longer serve in that capacity:
 Transfer to another leasing company/group within 90 days of the effective date of termination from
present company (notification from new company and controlling person required, together with
completion of first three pages of controlling person application to show association with new
company/group).
 Voluntary Null and Void of controlling person license (notification from both the controlling person
and the company advising that individual is no longer serving as a controlling person is
required).
 Other (please specify):
____________________________________________________________________________________________
____________________________________________________________________________________________
Section III – Ownership Information of Purchaser (to be completed by Purchaser)
Contact Information For Purchaser
Name of Purchaser
Street Address or P.O. Box
City
State
Zip Code (+4 optional)
Phone Number
Email Address
DBPR ELC-6 Change of Ownership (Asset Purchase)
Eff. Date: August 2018
Incorporated by Rule: 61-35.013
5 of 6
Section III – Ownership Information of Purchaser (to be completed by Purchaser) (continued)
List owners and officers of the purchaser(s) subsequent to the purchase of a majority of business
assets. (Include all officers, plus all 10% or more owners.) If the owner is a corporate entity,
please provide a separate schedule providing information as requested below on the officers
of the parent firm and ultimate owners (natural persons).
Controlling
% of
Name
Person
Title
Telephone #
Ownership
Lic #
Are there, or will there be, any new controlling persons of any Company(s) into which purchased assets
were placed?
Yes If so, list them below
No
(see definition of controlling person on bottom of page 1)
Name
License Number
Name
License Number
(If any individual who meets the definition of controlling person is not licensed, please complete
a controlling person application (DBPR ELC-1), and fingerprint(s) for each new controlling
person).
Section IV – Ownership and Other Information for Company(s) Selling a Majority of Their
Business Assets (to be completed by Seller)
List owners and officers prior to asset sale (selling entity):
(Include all officers, plus all 10% or more owners.) Attach additional sheet if necessary.
Controlling
% of
Name
Person
Title
Telephone #
Ownership
Lic #
1. Prior to sale, what was the approximate account balances of all liabilities of the selling
Company(s) identified above?
Accounts
Balances
Worker compensation payable
$
(Include contingent / disputed liabilities)
Federal employment taxes payable
$
(Federal income tax withheld, FICA, Medicare
FUTA)
State taxes payable
$
(State withholding Tax, SUTA, etc.)
Insurance Premiums Payable
$
Other:
$
$
$
2.
Describe how each of the liabilities listed above were/will be resolved? (Please attach response).
3.
If delinquent payroll taxes are due, is there a repayment plan in place? (Please attach response).
4.
What is the number of leased employees and plans for their transition?
DBPR ELC-6 Change of Ownership (Asset Purchase)
Eff. Date: August 2018
Incorporated by Rule: 61-35.013