TTB forms for change in ownership?

[Rum]

I just bought out a minority shareholder. I only have 30 days to report the change to the TTB. Even after looking around I am not 100% certain what form(s) is/are required. There are no new owners. Just a change in ownership percentages.

Can anyone point me in the right direction?

[JNorris]

"When certain changes occur in ownership, plant, or operations:

• 27 CFR 19.112 requires that a DSP file an amended registration application on form TTB F 5110.41 or by letterhead notice with NRC permission; and
• 27 CFR 19.126 requires an amended operating permit on form TTB F 5110.25 Application for Operating Permit (or letterhead notice):
  • Name of proprietor, 27 CFR 19.113 for Registration and 27 CFR 19.128 for Permits;
  • Trade name, 27 CFR 19.129 (Permit only);
  • Stockholders, 27 CFR 19.114 (Registration), 27 CFR 19.130 (Permit);
  • Officers or directors, 27 CFR 19.115 (Registration), 27 CFR 19.131 (Permit);
  • Proprietorship, 27 CFR 19.116 (Registration), 27 CFR 19.132 (Permit);
  • Partnerships, 27 CFR 19.117 (Registration), 27 CFR 19.133 (Permit);
  • Location, 27 CFR 19.118 (Registration), 27 CFR 19.134 (Permit);
  • Premises, 27 CFR 19.119 (Registration only);
  • Operations, 27 CFR 19.120 (Registration), 27 CFR 19.135 (Permit);
  • Production procedure 27 CFR 19.121 (Registration only); or
  • Construction or use of buildings and equipment 27 CFR 19.122 (Registration Only)."

§ 19.114 Changes in stockholders or persons with interest.

The proprietor must notify TTB of any changes in the list of stockholders or persons with interest that was filed with TTB as required by § 19.93. If the change results in a change of control, the proprietor must file form TTB F 5110.41, Registration ofDistilled Spirits Plant, within 30 days of the change. If the change does not cause a change of control, the proprietor:

(a) May file a letterhead notice to amend the registration;

(b) May file the amended notice on May 1 of each year rather than within 30 days of the change, or on any other date that theappropriate TTB Officer may approve; and

(c) Must incorporate all changes submitted by letterhead notice in the next TTB F 5110.41 filed.

https://www.law.cornell.edu/cfr/text/27/19.114

 

Hope this helps.

 

[Rum]

Thanks!

[dhdunbar]

If you originally filed online, then forget the notices, etc.  You make amendments using Permits Online.  TTB will then do whatever is needed.  Just do it within 30 days and sit back and wait.  If they want an OOI application, they will ask for it, etc.  The ball lands in TTB's court.

If you submitted  the original application on paper, then you will have to submit on notices, etc, as described in 19.114, referenced above, on paper.  Write TTB, following the guidelines of 19.114 for changes in those who hold an equity interest, and 19.115 for changes in persons who exercise control in the manner of an officer or director in a corporation or a manager in a manager managed LLC.   The important point - do follow the 30-day rule here too.

Make sure that you are aware of the provisions of  Section 1.42, which I will quote here:

• In the event of any change in the ownership, management, or control of any business operated pursuant to a basic permit (if the permittee is a corporation, if any change occurs in the officers, directors, or persons owning or controlling more than 10 percent of the voting stock of said corporation) the permittee shall immediately notify the appropriate TTB officer of such change, giving the names and addresses of all new persons participating in the ownership, management, or control of such business, or in the case of a corporation, the names and addresses of such new officers, directors, or persons owning or controlling more than 10 percent of the voting stock. Notice to the appropriate TTB officer of any such change shall be accompanied or supplemented by such data in reference to the personal or business history of such persons as the appropriate TTB officer may require.

Reference, above, to the operating permit under part 19 is probably misleading.   If you are engaged in the business of producing  or processing beverage alcohol, and if TTB determines, after you give notice, that there has been a change in legal or actual control, it will require that you obtain a new basic permit under the FAA Act.   That is not the operating permit described above, which is a permit you have if you are engaging in operations in industrial, not beverage, alcohol.  Beverage alcohol is covered by the FAA basic permit, unless all you do is store, in which case an operating permit is required because of quirks in the way the law is worded.  

So, the approach is different depending on whether you originally filed online or on paper.  But tell TTB within 30 days and ask that they respond appropriately within the allotted time.  Call them and email them and establish a record that you have tried to comply.

I try to answer general questions here in a general way.  Details matter, and anything more than general answers can be misleading or misunderstood.