MAY 2025 | 23 THE OKLAHOMA BAR JOURNAL Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff. marijuana legally, the company must have both an active OMMA license and an active OBN registration. These licenses have one-year terms, and under the Oklahoma Administrative Procedures Act, the businesses may only continue to operate past their one-year expiration if they have “made timely and sufficient application for renewal of a license.”9 Changes in the law taking effect in 2025 make this burden even heavier, since 63 O.S. §427.14 (N) now classifies a “timely” renewal submission for an OMMA business license as one submitted at least 60 days prior to its expiration. Likewise, under 63 O.S. §2-303 (F), OBN renewals must now be filed by Sept. 1, a change from the previous Oct. 31 deadline. In other words, while your hypothetical seller’s hypothetical buyer might be willing to undertake all these obligations, the transfer statute leaves those burdens with the existing licensee, and any attempt to have the buyer take over these responsibilities completely leaves both sides in a risky position. In short, what may seem to your client like a simple transaction is anything but, and both of you will need to carefully consult the medical marijuana statutes,10 the OBN registration statutes11 and both the OMMA12 and OBN13 regulations before moving forward. The Transfer Agreement: A Buyer’s Perspective A client walks into your office tomorrow and says: “I’ve met a guy who’s been running a dispensary since 2020. It’s a headache, but he says he’s made good money doing it. He’s ready to sell out, though, and says I can take it over right away for $50,000. I’ve just got to take care of the renewals and licensing and the transfer. Can you help me do this?” Even though we are now talking about a dispensary and not a grow, the same principles apply: Your prospective client can begin working in the dispensary (if credentialed), but they cannot take it over right away. While the buyer and seller may work out an arrangement regarding responsibility for licensing and registration, it must be carefully managed and compliant with the law. In addition, your client, as the buyer, will face special considerations the seller will not. First, and most importantly, your client needs to conduct due diligence to determine whether they should buy this business in the first place. Beyond traditional due diligence inquiries into the company’s financials and liabilities, the unique legal status of medical marijuana raises a host of additional concerns. One step your client can take is to search the OBN’s public registrant database14 for both the name of the company that holds the dispensary license and the name of the owner. When the dispensary’s corporate name is searched, an active OBN registration should appear. The database also shows whether the OBN has filed any disciplinary actions against the company, and if the agency has, the administrative filings will also be available. This is an invaluable resource and by far the best public database of administrative actions involving medical marijuana businesses in the state. The database also allows users to download a CSV file for any OBN registrant (look for the “Download (.csv)” tab on the search results page). This CSV file will show the owners currently listed on the OBN’s records for that registration. Your client must ensure the person attempting to sell the business is, in fact, the person listed as the owner. If not, they definitely need to inquire further before proceeding. There may have been a prior attempted transfer the regulatory agencies were unable to process, but regardless, this problem must be addressed before your client moves forward. In addition, you may consider filing a request under the Open Records Act with OMMA for any disciplinary actions taken against the dispensary or any medical marijuana business owned by the dispensary’s owner. Title 63 O.S. §427.14 (H)(8) says that a medical marijuana business license “shall not be issued to or held by ... [a] person who was involved in the management or operations of any medical marijuana business ... that, after the initiation of a disciplinary action, has had a medical marijuana license revoked, not renewed, or surrendered” for a period of five years if the violations involved certain “bad acts,” like unlawful sales or purchases, making false statements to OMMA, harming or threatening to harm OMMA employees, refusing to permit OMMA access to licensed premises, using prohibited, hazardous substances for processing in a residential area or criminal acts relating to the operation of a medical marijuana business. In other words, OMMA could already be taking enforcement action against the dispensary license your client hopes to buy, and not even because of any violation involving the dispensary itself but because of entirely separate violations at a separate business
RkJQdWJsaXNoZXIy OTk3MQ==