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PDFWAC 314-55-035

Qualifying for a marijuana license.

A marijuana license must be issued in the name(s) of the true party(ies) of interest. The board may conduct an investigation of any true party of interest who exercises control over the applicant's business operations. This may include financial and criminal background investigations.
(1) True parties of interest. True parties of interest must qualify to be listed on the license, and meet residency requirements consistent with this chapter. For purposes of this title, "true party of interest" means:
Entity
True party(ies) of interest
Sole proprietorship
Sole proprietor
General partnership
All partners
Limited partnership, limited liability partnership, or limited liability limited partnership
All general partners
All limited partners
Limited liability company (LLC)
All LLC members
All LLC managers
Privately held corporation
All corporate officers and directors (or persons with equivalent title)
All stockholders
Multilevel ownership structures
All persons and entities that make up the ownership structure
Any entity(ies) or person(s) with a right to receive revenue, gross profit, or net profit, or exercising control over a licensed business
Any entity(ies) or person(s) with a right to receive some or all of the revenue, gross profit, or net profit from the licensed business during any full or partial calendar or fiscal year
Any entity(ies) or person(s) who exercise(s) control over the licensed business
Nonprofit corporations
All individuals and entities having membership rights in accordance with the provisions of the articles of incorporation or bylaws
(2) A married couple may not be a true party of interest in more than five retail marijuana licenses, more than three producer licenses, or more than three processor licenses. A married couple may not be a true party of interest in a marijuana retailer license and a marijuana producer license or a marijuana retailer license and a marijuana processor license.
(3) The following definitions apply to this chapter unless the context clearly indicates otherwise:
(a) "Control" means the power to independently order, or direct the management, managers, or policies of a licensed business.
(b) "Financial institution" means any bank, mutual savings bank, consumer loan company, credit union, savings and loan association, trust company, or other lending institution under the jurisdiction of the department of financial institutions.
(c) "Gross profit" means sales minus the cost of goods sold.
(d) "Net profit" means profits minus all other expenses of the business.
(e) "Revenue" means the income generated from the sale of goods and services associated with the main operations of business before any costs or expenses are deducted.
(4) For purposes of this chapter, "true party of interest" does not include (this is a nonexclusive list):
(a) A person or entity receiving payment for rent on a fixed basis under a lease or rental agreement. Notwithstanding, if there is a common ownership interest between the applicant or licensee, and the entity that owns the real property, the board may investigate all funds associated with the landlord to determine if a financier relationship exists. The board may also investigate a landlord in situations where a rental payment has been waived or deferred.
(b) A person who receives a bonus or commission based on their sales, so long as the commission does not exceed ten percent of their sales in any given bonus or commission period. Commission-based compensation agreements must be in writing.
(c) A person or entity contracting with the licensee(s) to receive a commission for the sale of the business or real property.
(d) A consultant receiving a flat or hourly rate compensation under a written contractual agreement.
(e) A person with an option to purchase the applied for or licensed business, so long as no money has been paid to the licensee under an option contract or agreement for the purchase or sale of the licensed business, or a business that is applying for a license.
(f) Any business or individual with a contract or agreement for services with a licensed business, such as a branding or staffing company, will not be considered a true party of interest, as long as the licensee retains the right to and controls the business.
(g) A financial institution.
(5) Notification.
(a) Except as provided in this subsection (4)(a)(i), (ii), and (iii), after licensure the licensee must continue to disclose the source of all funds to be invested in the licensed business, including all funds obtained from financiers, prior to investing the funds into the licensed business.
(i) Revenues of the licensed marijuana business that are reinvested in the business do not require notification or vetting by the board.
(ii) Proceeds of a revolving loan where such loan has been approved by the board within the three previous years do not need to be vetted by the board, unless the source of the funds has changed or the approved loan amount has increased.
(iii) If the source of funds is an identified true party of interest on the license, or a previously approved financier associated with the license, or a previously approved revolving loan, the board will allow these funds to be used upon receipt of an application to use such funds. The board will then investigate the source of funds. If the board cannot verify the source of funds after reasonable inquiry, or the board determines that the funds were obtained in a manner in violation of the law, the board may take actions consistent with the provisions of this chapter.
(b) Licensees must receive board approval before making any ownership changes consistent with WAC 314-55-120.
(c) Noncompliance with the requirements of this section may result in action consistent with this chapter.
(6) Disclosure agreements and intellectual property.
(a) Licensed marijuana businesses may enter into agreements consistent with the provisions of RCW 69.50.395.
(b) Notwithstanding the foregoing, no producer or processors may enter into an intellectual property agreement with a retailer.
(7) Financiers.
(a) Consistent with WAC 314-55-010(11), a financier is any person or entity, other than a financial institution or a government entity, that provides money as a gift, a grant, or loans money to an applicant, business, or both, and expects to be paid back the amount of the loan, with or without reasonable interest.
(b) A financier may not receive an ownership interest, control of the business, a share of revenue, gross profits or net profits, a profit sharing interest, or a percentage of the profits in exchange for a loan or gift of funds, unless the financier, if directly involved in the loaning of funds, receives board approval and has qualified on the license as a true party of interest.
(c) Washington state residency requirements do not apply to financiers who are not also a true party of interest, but all financiers must reside within the United States.
(d) The board will conduct a financial and criminal background investigation on all financiers.
[Statutory Authority: RCW 69.50.342, 69.50.345, 69.50.395 and 2019 c 380. WSR 20-18-099, § 314-55-035, filed 9/2/20, effective 10/3/20. Statutory Authority: RCW 69.50.342 and 69.50.345. WSR 16-11-110, § 314-55-035, filed 5/18/16, effective 6/18/16. Statutory Authority: RCW 69.50.325, 69.50.331, 69.50.342, 69.50.345. WSR 13-21-104, § 314-55-035, filed 10/21/13, effective 11/21/13.]
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