Control and partnerships
When a change in the business requires a new license
Chapter 2 established that licenses are not transferable — sell the operations and the successor must obtain their own license before commencing them. That rule is about the business changing hands. This section is about the subtler case where the business does not change hands but the people behind it do, and the regulation treats the two quite differently.
For a corporation or association holding a license, what matters is control. If actual or legal control changes — directly or indirectly, by change in stock ownership or control, whether in the licensed corporation or in any other corporation, by operation of law, or in any other manner — the licensee must give written notification within 30 days, executed under the penalties of perjury, to the Chief of the Federal Firearms Licensing Center. Note how wide that net is drawn: indirectly, and in any other corporation, mean a change several layers up an ownership chain still triggers the duty. The existing license survives the change; what does not survive is the renewal. On expiration, the corporation or association must file a Form 7 as § 478.44 requires, rather than renewing.
Partnerships turn on state law rather than federal law, which is unusual in this part and worth saying plainly: whether a partnership survives the death or insolvency of a partner is a question of the particular State’s partnership law, and this book’s sources do not answer it. What the federal rule does is attach a consequence to whichever answer your State gives. Where under the laws of the particular State the partnership is not terminated by that death or insolvency but continues until the winding up of its affairs is complete, and the surviving partner has the exclusive right to control and possession of the partnership assets for liquidation and settlement, that surviving partner may continue to operate the business under the partnership’s license. The allowance is for the winding up, not for the business afterwards: if the surviving partner acquires the business on completion of the settlement, they must obtain a license in their own name from the date of acquisition. The same rule applies where more than one partner survives.
Key terms
change of controlwritten notificationcontinuing partnershipwinding upsurviving partner