E. Amendments to a Company’s Structure That Will Require the Creation of a New NMLS Record

Changes made to a company’s structure may necessitate a new company record. Whether a new record is required depends on how the change is treated pursuant to the state statutory provisions under which the company was formed and/or how the IRS treats the change.

If an entity is considered to be the sameentity after a change is made to its structure, the existing record will be used. If the Internal Revenue Service requires a new EIN, regardless of the statutory provisions in the state, a new NMLS record is normally required.

When the change results in the dissolution of the entity or formation of a new entity a new record will be required; this includes a change in EIN.

If the company has created a record in NMLS or submitted a filing to one or more statesthrough NMLS and the EIN has changed, they should not update any information related to the Legal Status of the entity until first contacting the NMLS Call Center at 1-855-NMLS-123 (1-855-665-7123) .

Tool Tips to Determine if a New Record is Required

Tip: Generally, if an entity is considered to be the same entity after a change is made to its structureand there is no change in the entity’s EIN, a new NMLS record is not required.

Tip: If the Employer Identification Number changes, then a new NMLS record is required. A possible exception to this rule is in the case of a Sole Proprietor who converts from using his or her Social Security Number to using an IRS Employer Identification Number without changing their corporate structure (remaining a Sole Proprietorship). In cases where a Sole Proprietor changes its corporate structure, most often to an LLC or other Corporation, a new NMLS record is required.

Companies cannot change their EIN themselves. When a licensee changes its EIN, they must contact the NMLS Call Center at 1-855-NMLS-123 (1-855-665-7123) .

Tip: If the Full Name of Applicant changes, but none of the other three identifying pieces of information changes (EIN, state, and date of formation), then a new record is not required. NMLS allows companies to make such a change themselves.

Tip: If state law and the IRS allow conversions to a new structure while maintaining the same EIN, state, and date of formation, then NMLS will not require a new record to be created.

Tip: If a company changes ONLY its state and date of formation and (1) state law and the IRS allow these changes and (2) there is no change in the EIN or the structure of the company, then NMLS will not require a new record to be created. However, some states may require a new license.

Tip: When a company creates a subsidiary that has a different Full Name of Applicant, Employer Identification Number, State/Province & Country of formation, and date of formation, then NMLS requires a new record.

Tip: If a licensee changes its EIN after they create their NMLS record, but before they submit any filings in the system, then NMLS will not require a new record to be created.

Tip: If a company has purchased another company within NMLS, a new record may or may not be required based on the circumstances of the purchase. The NMLS Call Center and SRR will work with the company to determine the best course of action to take within NMLS concerning their record(s).

Table 1. Changes to company structure requiring a new record
Original Structure	New Structure	New Record Required?
Sole Proprietorship	Any other form	Yes
Partnership	Any other form	Yes
Partnership	Partnership with new or different partner names	No
Any corporate form	Conversion under state of domicile statutes	No - Unless New EIN is Issued
Mergers of two corporations or LLCs	One of the original corporations or LLCs remains	No – licensee elects which entity remains in system
Mergers of two corporations or LLCs	New corporation or LLC	Yes

Questions about when a new record will need to be created can be referred to the Call Center for consideration. The only requirement that NMLS enforces is the fact that a change in EIN requires a new record. If a company fails to respond to continued requests for the creation of a new record, the state regulator will be contacted for further action and could result in the company account being disabled.

Unique Transactions

Multi-series LLCs

Approximately 6 or 7 state corporation statutes (DE is the most notable) allows the operating agreements of limited liability companies to provide for the establishment of one or more designated series of members, managers, or LLC interests that have separate rights, powers, or duties. The decision as to whether these “series LLCs” have separate Exact Name, IRS Employer Identification Numbers, State / Province & Country of formation, and date of formation is determined by the incorporated LLC. Additionally, states have treated these entities differently.

The NMLS Account Creation Policy requires all entities to obtain a unique employer identification number (EIN), regardless of whether this is a requirement for federal income tax purposes. Therefore, NMLS requires that each entity under a series LLC have its own unique EIN for licensing purposes.

F Reorganizations

In cases such as an F Reorganization, when there is a change in the state of formation, but no change to the entity’s EIN, the Date of Formation in the entity’s record shall reflect the date of formation in the new state of formation. The Date of Formation field in the company record populates the Date Formed field in Consumer Access.