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When You Must Report a True Party of Interest (TPI) Change in NY Cannabis
TPI change requirements for New York cannabis licensees. Learn what ownership, control, financial, or Goods and Services changes must be reported in the TPI Portal, when OCM approval is required before implementation, and how failing to update disclosures can delay, suspend, or revoke a license.
What Counts as a TPI Change?
You must report updates when a change affects ownership, control, financial interest, or operational influence. If the change affects who profits, who decides, or who controls it must be evaluated.
This includes:
- Ownership percentage shifts
- New individuals or entities gaining ownership
- Changes in officers, directors, or managers
- Passive investors exceeding financial thresholds
- Goods & Services agreement changes
- Loan amendments that affect control or compensation
- Decision-making authority changes
- Payments exceeding the 10% / 50% / $250,000 thresholds
- Entity restructuring, mergers, or member changes
- Legal name, address, or identifying information changes
- A TPI leaving the business
The 10 / 50 / 250 Rule Still Applies
A TPI change is triggered if compensation crosses:
- 10% of gross revenue
- 50% of net profits
- $250,000 in total annual payments
A compensation increase alone can create TPI status.
Changes OCM Reviews Closely
OCM pays particular attention to changes that may create undisclosed control, including:
- Adding new investors or lenders
- Restructuring LLCs or corporations
- Changing management companies or operating partners
- Revising Goods & Services compensation
- Ownership transfers within household members
- Increasing investor payments above thresholds
- Adding related-party consultants or brand partners
- Removing a TPI without documentation
These changes often require detailed documentation.
How to Submit a TPI Change
OCM uses a two-step process.
Step 1: Update the TPI Portal
- Log into the TPI Portal (NY Business Express)
- Update affected TPIs
- Upload supporting documentation
Step 2: Submit a Change Request (if required)
Certain changes require additional filings until OCM finalizes workflows. This may include:
- Formal change request forms
- Updated organizational charts
- Amended operating agreements
- Revised contracts or loan documents
- Written explanations for ownership transfers
Documentation You Must Provide
A TPI change is not complete until all documentation matches across filings.
Depending on the change, OCM may require:
- Updated ownership charts
- Revised operating agreements or bylaws
- Amended Goods & Services agreements
- Loan documents or amendments
- Compensation schedules
- Proof of payment changes
- Entity restructuring documents
- Resignation or removal letters
- New contracts or addendums
Changes That Require OCM Approval Before Taking Effect
Some changes must be approved before they are implemented, including:
- Adding or removing owners
- Changing controlling persons
- Modifying board membership
- Adding a management company or operator
- Revising profit-and-loss allocations
- Restructures affecting Social and Economic Equity (SEE) eligibility
- Ownership changes affecting caps or separation rules
What Happens If You Do Not Report a TPI Change?
Failure to update TPI information can result in:
- Deficiency notices
- Delays in applications or renewals
- Enforcement penalties
- Increased scrutiny on future filings
- License suspension or revocation
Undisclosed ownership changes are a common compliance issue.
Common Mistakes Operators Make
- Forgetting to update the TPI Portal when agreements change
- Adding investors without reporting them
- Treating contract amendments as minor
- Failing to disclose entity-backed TPIs
- Increasing compensation above thresholds without review
- Removing a TPI without documentation
- Uploading partial or inconsistent documentation
Key Terms
True Party of Interest (TPI)
Anyone who meets OCM criteria for ownership, control, financial interest, or decision-making authority.
TPI Change Request
A filing used to update ownership, control, or financial interest.
10 / 50 / 250 Rule
Financial thresholds that trigger TPI status.
Controlling Interest
Authority to influence or direct operations, finances, or major decisions.
Related TPI Section Pages
- TPI Portal Guide
- TPI Disclosure Requirements
- Goods & Services Agreements
- Ownership & Control Restrictions
- TPI Main Page
Source Material
- OCM TPI Hub
- TPI Portal Instructions
- TPI Portal – Individual
- TPI Portal – Entity
- TPI Portal – Applicant
- Retailer TPI FAQ
- Supply TPI FAQ
