The Oklahoma Bar Journal May 2025

C annabis L aw

How To Buy and Sell a Medical Marijuana Business in Oklahoma: Background and Analysis on 63 O.S. §427.14c By Brian Ted Jones and Max Federman T HE TEXT OF STATE QUESTION 788 (788) said nothing about the legality of transfer ring a medical marijuana business license. Likewise, the Oklahoma Medical Marijuana and Patient Protection Act (OMMPPA), enacted in 2019 after 788’s passage the year before, neither authorized nor prohibited the transfer of a business license issued by the Oklahoma Medical Marijuana Authority (OMMA). Nevertheless, beginning in 2018, OMMA regu lations contained a provision, 310:681-5-1-2(g)(f)(1), that said, “Business licenses may not be assigned or otherwise transferred from one person to another person, from one medical marijuana business to another, or from one legal entity to another.”

and approved by OMMA itself, was only narrowly legal under a specific exception to the OBN statutes and was aggravated traf ficking of a controlled dangerous substance (technically) in every other nonexempt circumstance. This was the problem faced by OMMA, the OBN, medical marijuana businesspeople and Oklahoma cannabis attorneys in the years between SB 1033’s enactment in 2021 and the passage of SB 1939 in 2024. SB 1939 provided a new pro cedure, enacted at 63 O.S. §427.14(c) (the transfer statute), for changing ownership of a medical marijuana

compliance problems it would have faced with the Oklahoma Bureau of Narcotics and Dangerous Drugs Control (OBN), the Legislature enacted SB 1033 in 2021, establish ing detailed procedures for both intra-entity ownership changes and inter-entity transfers of medi cal marijuana business licenses. In response, OMMA removed 310:681 5-1-2(g)(f)(1) from its governing regulations. As a result, medical marijuana businesses could now be bought and sold like any other commercial enterprise, except this exact kind of transaction, specifi cally legalized by the Legislature

This prohibition quickly struck against the reality of free-market economics, and medical marijuana businesspeople began asking Oklahoma cannabis attorneys almost immediately for ways around this rather expansive rule (which, near as could be seen, did not originate from a clear legisla tive mandate). One workaround received tacit approval by OMMA, whereby the seller would retain a minimum of 1% interest in the company and transfer the remain ing 99% interest to the buyer. Before this practice even got a chance to run into the inevitable

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.

20 | MAY 2025

THE OKLAHOMA BAR JOURNAL