If you are considering making changes to your licensed cannabis business, it is important to determine if the proposed change requires an amendment to be filed with the state. The Cannabis Regulatory Agency (CRA) has identified a number of scenarios where you must report your proposed change and seek approval via the CRA’s amendment process prior to making the change.
The same amendment process is used for both medical and adult-use cannabis. However, if the amendment involves adding someone to the company who will be a supplemental applicant, then both adult-use and medical supplemental applications will need to be submitted for them.
Complex Amendments
The CRA distinguishes between changes that require a complex amendment, those that require a demographic amendment, and those that require a reporting form.
You must file a demographic amendment if there are changes to an individual’s name, mailing address, email address or phone number, or if you are changing the assumed name under which the business is operating.
You will need to file a complex amendment application in several circumstances. This ranges from if there is a complete change in ownership to even minor changes in equity. This includes if your company is changing officers, members or managers, or adding/removing a person who was named in the initial application. This also includes if you are changing the legal name of your business, i.e. the name that is used on your business tax returns, or converting your company from a corporation to an LLC, or vice versa.
Likewise, any purchase of another company’s assets in order to operate at the same location but under a different company requires a complex amendment application; otherwise, the purchase or transfer will not be permitted.
The state has indicated that the following documentation is required in the following scenarios when submitting a complex amendment:
If proposing to add members:
Amendment Application
Proposed Governing Documents
Organizational Structure
Authorizing Resolution
New supplemental applicants who have not already submitted a supplemental application with the CRA will be required to do so.
If proposing to remove members:
Amendment Application
Proposed Governing Documents
Organizational Structure
Authorizing Resolution or Withdrawal Letter
If proposing change to equity only:
Amendment Application
Proposed Governing Documents
Organizational Structure
Authorizing Resolution
If proposing a change of entity name:
Amendment Application
Proposed Governing Documents
Organizational Structure
Certificate of Amendment from LARA Corporations
Articles of Organization
Authorizing Resolution
Certificate of Occupancy (required only if licensed)
Insurance Policy (required only if licensed)
Deed or Lease Agreement (required only if licensed)
If proposing a conversion from one entity type to another:
Amendment Application
Proposed Governing Documents
Organizational Structure
Certificate of Amendment from LARA Corporations
Articles of Organization
Authorizing Resolution
Certificate of Occupancy (required only if licensed)
Insurance Policy (required only if licensed)
Deed or Lease Agreement (required only if licensed)
If proposing an asset purchase:
Amendment Application
Proposed Governing Documents – Purchaser
Organizational Structure – Purchaser
Purchase Agreement
A Step 2 license application will be required to be submitted by the purchaser once instructed to do so by the CRA. Do not file a Step 2 application until you have received the request from the CRA.
Changes To Your Company
Finally, several changes to your company require that you submit a reporting form. There are two broad categories of reporting forms: enforcement changes and licensing changes/license maintenance.
Any change to your business that wasn’t inspected or part of the business location plan submitted to the state is an enforcement change that requires filing a reporting form. This includes: operational or method changes that require inspection; addition or reductions in equipment or processes; increase or decrease in the size or capacity of the business; alterations to ingress or egress, and; changes that impact security, fire safety, and building safety.
You also have to submit a reporting form to report an enforcement change when: an employee has been disciplined or removed for misconduct related to cannabis sales or transfers; there is any change of processing machinery or equipment; there has been an unwanted fire, or; there has been any theft or loss of cannabis product or criminal activity at the business.
The CRA has indicated that the following documentation is needed when submitting an enforcement reporting form:
If reporting a change of processing machinery or equipment:
Description of the change
If reporting a change operational or method changes requiring inspection:
Description of the change
Additions or reductions in equipment or processes:
Description of the change
Increase or decrease in the size or capacity of the marijuana business:
Description of the change
Alterations of ingress or egress:
Description of the change
Changes that impact security, fire safety, and building safety:
Description of the change
If reporting any change or modification to the marijuana business:
Updated floor plan
Updated marijuana business location plan
If reporting action by another party or employee in violation of the acts or rules:
Name of the “other” party or name of the employee
Description of conduct
If reporting an unwanted fire
Date of the fire,
Date licensee notified BFS
Report number (if available)
Description of event
Copy of report (if available)
If reporting theft or loss of any cannabis product or criminal activity at the cannabis business
Date of incident
Date reported to police
Name of law enforcement agency
Report number
Description of event
Copy of the report (if available)
List of Package Tags Affected
If any of this documentation doesn’t exist, you must provide a detailed explanation stating why it’s not available.
Licensing Changes
Licensing changes require a license maintenance reporting form to be submitted. Licensing changes include if your business has new: criminal charges or convictions; judgments; or the initiation or conclusion of legal proceedings or government investigations. You must also report if there has been any regulatory disciplinary action taken, or if certain ordinances or zoning regulations have been allegedly violated.
Moreover, a new, amended, or terminated management or licensing agreement that constitutes a material change to the marijuana business requires that you submit a license maintenance reporting form.
The CRA has indicated that the following documentation needs to be submitted along with the reporting form:
If reporting criminal convictions, charges, or civil judgments
Court records detailing the conviction, charge, or judgment
If reporting regulatory disciplinary action taken or determined against a licensee
Notice of disciplinary action from regulatory body
If reporting the initiation or conclusion of any new judgments, lawsuits, legal proceedings, charges, or government investigations
Notice of initiation or conclusion of new judgment, lawsuit, legal proceedings, charges, or government investigation
If reporting a new tax liability or delinquency:
Copy of Initial Notice and Notice of Release (if applicable)
Copy of Payment Plan Documentation (if applicable)
If reporting a violation of an ordinance or zoning regulation
Violation notification letter/documents
If reporting a new, amended, or terminated licensing or management agreement
An executed copy of the agreement, or termination notice.
If reporting when an employee has been disciplined or removed from his or her position for misconduct related to cannabis sales or transfers
Explanation of circumstances
If reporting a change to an insurance policy
Updated entire insurance policy including the declarations page
If reporting a new, terminated, or updated deed or lease agreement:
Copy of deed or lease agreement
If reporting an eviction:
Eviction Notice
Withdrawal letter (to withdraw the step 2 license application or license)
If reporting the denial or revocation of an existing municipal marijuana license as required pursuant to R 420.5(1)(d)(vii), R420.5(1)(e)(vii) or R 420.13(1)(d)(vi):
Municipal denial notification letter/documents
Withdrawal letter (to withdraw the step 2 license application or license)
Again, if any of this documentation doesn’t exist, you must provide a detailed explanation stating why it’s not available.
If you’re making a change to your cannabis business and you’re not sure if you need to - or how to - first obtain CRA approval by filing an amendment form and the appropriate supplemental documentation, we can help you.
Contact us to set a meeting with one of our attorneys today!