TPI Changes & Updates
What This Covers
True Party of Interest (TPI) information must stay accurate for the life of a cannabis license.
Any change to ownership, control, compensation, agreements, or business structure must be reported to OCM. Failure to report changes can cause licensing delays, enforcement actions, or violations under 9 NYCRR Parts 118–124.
This page explains what counts as a change, when to report, how to submit updates, and what OCM reviews.
When You Must Report a TPI Change
Updates are required whenever a change affects ownership, control, financial interest, or operational influence, including:
- Ownership percentage shifts
- New individuals or entities gaining ownership
- Changes in officers, directors, or managers
- Passive investors exceeding financial thresholds
- Goods & Services agreement or loan changes
- Decision-making authority changes
- Payments exceeding 10/50/250 thresholds
- Entity restructuring, mergers, or member changes
- TPI legal name, address, or identifying information changes
- A TPI leaves or no longer qualifies
Updates should be submitted before the change occurs whenever possible. Immediate disclosure is required if a change has already happened.
Types of Changes OCM Reviews Closely
OCM focuses on changes that may affect ownership rules or create undisclosed control, such as:
- Adding new investors or lenders
- Restructuring LLCs or corporations
- Changing management companies or operating partners
- Revising G&S agreement compensation
- Ownership transfers within household members
- Increasing investor payments above thresholds
- Adding related-party consultants or brand partners
- Removing a TPI without documentation
Supporting documents may include updated operating agreements, contracts, entity charts, or financial records.
How to Submit TPI Changes
OCM uses a two-step process:
TPI Portal Submission
Update affected TPIs and upload supporting documents.
Interim TPI Change Request (if applicable)
Some changes require temporary steps until OCM finalizes workflows.
May include:
- Formal change request form
- Documentation proving the change
- Updated organizational charts
- Updated contracts or agreements
- Proof of amended filings
- Written explanations for ownership transfers
OCM may follow up if anything is unclear or inconsistent.
Documentation You Must Provide
Depending on the change, OCM may require:
- Ownership charts
- Revised operating agreements or bylaws
- Updated G&S agreements
- Loan documents or amendments
- Compensation schedules or proof of payment changes
- Entity formation or restructuring documents
- Resignation or removal letters
- New contracts or addendums
- Organizational structure updates
Changes are not complete until all documents are uploaded and consistent across every TPI disclosure.
When a Change Requires OCM Approval
Some changes must be approved before taking effect, including:
- Adding or removing owners
- Changing controlling persons
- Changing board members
- Adding a management company or operator
- Revising profit-and-loss allocations
- Any restructure affecting SEE or ownership caps
If eligibility, TPI classification, or ownership limits are affected, OCM may hold or deny the change.
What Happens If You Do Not Report a Change
Failure to update TPI information can lead to:
- Deficiency notices
- Delays in application processing
- Penalties or enforcement actions
- License suspension or revocation
- Renewal denials
- Increased scrutiny on future filings
Undisclosed changes are one of the most common compliance issues for licensees.
Common Issues Operators Encounter
- Not updating the TPI Portal when agreements change
- Forgetting to disclose entity-backed TPIs
- Adding investors without reporting them
- Changing operating agreements without updates
- Compensation increases that trigger TPI status
- Not disclosing household members with shared financial interest
- Treating contract amendments as “minor”
- Not uploading full documentation for ownership transfers
Every change, no matter how small, must be evaluated through the TPI lens.
Key Terms
TPI Change Request: Filing to update ownership, control, or financial interest
True Party of Interest (TPI): Anyone meeting OCM criteria for ownership, control, decision-making authority, or financial interest
10/50/250 Rule: Financial thresholds triggering TPI status
Controlling Interest: Authority to influence or direct operations, finances, or decisions
Related Pages
Source Material
- OCM TPI Hub
- TPI Portal Instructions
- TPI Portal – Individual
- TPI Portal – Entity
- TPI Portal – Applicant
- Retailer TPI FAQ
- Supply TPI FAQ
