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Consent Order

Consent Order Real Transfer, Inc.

Date: 02/19/2015
Organization: Division of Banks
Docket Number: 2014-021-CO
Location: Marlborough, MA

Real Transfer Inc.

COMMONWEALTH OF MASSACHUSETTS

Suffolk, SS.

COMMISSIONER OF BANKS
FOREIGN TRANSMITTAL
AGENCY LICENSING
Docket No. 2014-021-CO

CONSENT ORDER

In the Matter of

REAL TRANSFER, INC.
Marlborough, Massachusetts

Foreign Transmittal Agency License No(s).:
FT926441 et al.

WHEREAS, REAL TRANSFER, INC. (Real Transfer or the Corporation) a licensed foreign transmittal agency under Massachusetts General Laws chapter 169, has been advised of its right to Notice and Hearing pursuant to Massachusetts General Laws chapter 30A, section 10, and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER (Consent Agreement) with representatives of the Division of Banks (Division) dated February 19, 2015 whereby, solely for the purpose of settling this matter and without admitting any allegations or implications of fact or the existence of any violations of applicable state and federal statutes or rules, Real Transfer agrees to the issuance of this CONSENT ORDER (Consent Order) by the Commissioner of Banks (Commissioner);

WHEREAS, the Division of Banks (Division) has jurisdiction over the licensing and regulation of persons and entities engaged in the business of a foreign transmittal agency in Massachusetts pursuant to Massachusetts General Laws chapter 169, and its implementing regulation 209 CMR 44.00 et seq;

WHEREAS, on October 25, 2010, pursuant to the authority granted under Massachusetts General Laws chapter 169, section 10 the Division commenced an examination of the books, accounts, and records, maintained by Real Transfer to evaluate the Corporation's compliance with the laws and regulations applicable to the conduct of the foreign transmittal agency in Massachusetts (2010 Examination).  The Division's Report of Examination (2010 Report), alleged non-compliance with applicable state and federal statutes, rules, and regulations governing the conduct of those engaged in the business of a foreign transmittal agency in Massachusetts;

WHEREAS, on September 26, 2011, Real Transfer entered into a Stipulation and Consent to the Issuance of Consent Order, Docket No.: 2011-032 (2011 Consent Order) to address the matters raised by the findings of the 2010 Examination; 

WHEREAS, on April 23, 2012, pursuant to the authority granted under Massachusetts General Laws chapter 169, section 10 the Division commenced an examination of the books, accounts, and records, maintained by Real Transfer to evaluate the Corporation's compliance with the laws and regulations applicable to the conduct of the foreign transmittal agency in Massachusetts and to review for the Company’s compliance with the provisions of the 2011 Consent Order (2012 Examination).  As a result of the findings of the 2012 Examination, Real Transfer appeared to be in compliance with the terms of the 2011 Consent Order, and on January 4, 2013, the 2011 Consent Order was terminated; 

WHEREAS, on August 19, 2014, pursuant to the authority granted under Massachusetts General Laws chapter 169, section 10, the Division commenced an examination of the books, accounts, and records maintained by Real Transfer to evaluate the Corporation’s compliance with the laws and regulations applicable to the conduct of a foreign transmittal agency in Massachusetts (2014 Examination);

WHEREAS, the Division’s Report of Examination (2014 Report) was issued on December 4, 2014, and alleged significant failures to comply with applicable state and federal laws, rules, and regulations governing the conduct of those engaged in the business of a foreign transmittal agency in Massachusetts. 

WHEREAS, on December 4, 2014, based upon the findings as set forth in the 2014 Report, the Division issued an ORDER TO SHOW CAUSE AND NOTICE OF RIGHT TO HEARING (Order and Notice), Docket No. 2014-021, against Real Transfer;

WHEREAS, on or about December 23, 2014, Real Transfer, through counsel, filed a Response to the Order and Notice, whereby Real Transfer contested certain of the Division’s findings as set forth in the Order and Notice.  By the Response, Real Transfer further reserved the right to proceed to an administrative hearing in accordance with Massachusetts General Laws chapter 30A;

WHEREAS, on or about December 24, 2014 Real Transfer submitted a response to the Report;     

WHEREAS, on January 15, 2015, Real Transfer, accompanied by counsel, appeared at the Division’s office for an informal conference to discuss the matters raised by the Report and the Order and Notice;

WHEREAS, the parties now seek to resolve by mutual agreement, the matters identified in the Order and Notice;

WHEREAS, without this Consent Order constituting an admission by Real Transfer of any allegations made or implied by the provisions of the Order and Notice; solely for the purpose of settlement of all alleged violations without protracted administrative proceedings and judicial review, Real Transfer hereby waives all rights to complete the hearing process relative to this proceeding and affirms that it is willing to take all necessary action as set forth in this Consent Order;

WHEREAS, in recognition of the Division and Real Transfer having reached the following mutual agreement under this Consent Order to resolve the matters raised by the Order and Notice, the Commissioner has terminated the Order and Notice as to Real Transfer on this 19th day of February, 2015.   

ORDER

NOW COME the parties in the above-captioned matter, the Division and Real Transfer, stipulate and agree as follows:

  1. Real Transfer and any and all officers, directors, employees, or managers or their successors or assigns operating on behalf of Real Transfer, will immediately cease engaging in the activity of a foreign transmittal agency in Massachusetts, as that terms is defined under General Laws chapter 169, and the Division’s regulation 209 CMR 44.00, et. seq.
  2. Immediately upon the execution of this Consent Order, the Division will update Real Transfer’s license status in Massachusetts in the Nationwide Multi State Licensing System and Registry (NMLS) to “surrendered.”
  3. Real Transfer and any of its owners, officers, directors, or control persons shall be prohibited from obtaining a foreign transmittal agency license from the Commissioner for a period of twelve (12) months from December 4, 2014.  The provisions of this Section shall necessarily prohibit Real Transfer’s officers and directors from taking an ownership position in and from participating, in any manner, in the responsibilities or duties of a control person of an entity licensed under General Laws chapter 169 during the twelve (12) month term.  For the purposes of this Consent Order, "control" shall be defined as the power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise.
  4. To the extent that Real Transfer or any of its owners, officers, directors, or control persons or their successors or assigns, wish to receive a license to resume business as a foreign transmittal agency at the end of the twelve (12) month term as set forth above, Real Transfer shall be required to submit a completed application to obtain the relevant license from the Commissioner.   Real Transfer may however submit an application at any time prior to the expiration of the twelve (12) month term as set forth above, which application shall be reviewed by the Division in the ordinary course, provided however that the application will not be approved prior to the expiration of the twelve (12) month term.  It being understood that the Commissioner shall have all of the discretion set forth within General Laws chapter 169, and the Division’s regulation 209 CMR 44.00 et seq. in determining whether to issue a license to Real Transfer to conduct the licensed business, provided that any such application shall not be denied on the basis of this Consent Order.
  5. The provisions of this Consent Order shall not limit, estop, or otherwise prevent any other state agency or department from taking any other action affecting Real Transfer and/or any of its officers, directors, or managers.
  6. This Consent Order shall become effective immediately upon the date of its issuance.
  7. The provisions of this Consent Order shall be binding upon Real Transfer and its directors, officers, managers, and their successors and assigns.
  8. In accordance with the terms of the Consent Agreement entered by Real Transfer and the Commissioner, Real Transfer has waived all rights of appeal that it may have relative to the Order and Notice.
  9. The provisions of this Consent Order shall remain effective and enforceable except to the extent that, and until such time as, any provisions of this Consent Order shall have been modified, terminated, suspended, or set aside by the Commissioner or upon an order of a court of competent jurisdiction.
  10. This Consent Order and the Consent Agreement are the complete documents representing the resolution of this matter.  There are no other agreements, promises, representations, or warranties other than those set forth in this Consent Order. 
  11. This Consent Order shall become effective immediately upon the date of its issuance.     


BY ORDER AND DIRECTION OF THE COMMISSIONER OF BANKS.

Dated at Boston, Massachusetts, this 19th day of February, 2015

By:

David J. Cotney
Commissioner of Banks
Commonwealth of Massachusetts

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