Nevada § 463.585 - Requirements if corporation or other business organization is or becomes subsidiary; investigations; restrictions on unsuitable persons; statement on certificate, securities; other requirements

§ 463.585. Requirements if corporation or other business organization is or becomes subsidiary; investigations; restrictions on unsuitable persons; statement on certificate, securities; other requirements

1. If a corporation, partnership, limited partnership, limited-liability company or

other business organization applying for or holding a license is or becomes a subsidiary,

each holding company and each intermediary company with respect thereto must: (a) Qualify to do business in the State of Nevada. (b) If it is a corporation, register with the Commission and furnish the Board: (1) A complete list of all stockholders when it first registers, and annually thereafter,

within 30 days after the annual meeting of the stockholders of the corporation, showing

the number of shares held by each. (2) The names of all corporate officers within 30 days of their appointment. (3) The names of all members of the Board of Directors within 30 days of their election. (c) If it is a firm, partnership, trust or other form of business organization, it

must register with the Commission and furnish the Board such analogous information

as the Commission may prescribe. 2. The Board or the Commission may in its discretion make such investigations concerning

the officers, directors, underwriters, security holders, partners, principals, trustees

or direct or beneficial owners of any interest in any holding company or intermediary

company as it deems necessary, either at the time of initial registration or at any

time thereafter. 3. If at any time the Commission finds that any person owning, controlling or holding

with power to vote any part of any class of security of, or any interest in, any holding

company or intermediary company is unsuitable to be connected with a licensed gaming

enterprise, it shall so notify the unsuitable person, the holding company or intermediary

company, or both. The unsuitable person shall immediately offer the security to the issuing corporation,

or the interest to the firm, partnership, trust or other business organization, for

purchase. The corporation shall purchase the security so offered, or the firm, partnership,

trust or other business organization shall purchase the interest so offered, for cash

at fair market value within 10 days after the date of the offer. 4. Beginning upon the date when the Commission serves notice of a determination of

unsuitability pursuant to subsection 3, it is unlawful for the unsuitable person: (a) To receive any dividend or interest upon any such securities, or any dividend,

payment or distribution of any kind from any holding company or intermediary company; (b) To exercise, directly or indirectly or through any proxy, trustee or nominee,

any voting right conferred by such securities or interest; or (c) To receive any remuneration in any form from the corporation, partnership, limited

partnership, limited-liability company or other business organization holding a license

or from any holding company or intermediary company with respect thereto, for services

rendered or otherwise. 5. Every security issued by a holding company or intermediary company which directly

or indirectly: (a) Owns; (b) Has the power or right to control; or (c) Holds with power to vote, any part of the outstanding equity securities of a corporation holding a gaming license

or the interests in a partnership, limited partnership, limited-liability company

or other business organization holding a gaming license shall bear a statement, on

both sides of the certificate evidencing such security, of the restrictions imposed

by this section. 6. A holding company or intermediary company subject to subsection 1 shall not make

any public offering of any of its securities unless such public offering has been

approved by the Commission. 7. The Commission may, at any time and from time to time, by general regulation or

selectively, impose on any holding company or intermediary company any requirement

not inconsistent with law which it may deem necessary in the public interest. Without limiting the generality of the preceding sentence, any such requirement may

deal with the same subject matter as, but be more stringent than, the requirements

imposed by NRS 463.482 to 463.645 , inclusive.