NRS 90.350 Application. [Effective until the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.350 Application. [Effective on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.360 Licensing fees.

NRS 90.370 Examinations: Requirement for licensure; administration; waiver.

NRS 90.372 Eligibility of officer or director of issuer for waiver from examination for licensure as sales representative or broker-dealer.

NRS 90.375 Application for issuance or renewal of license: Statement regarding obligation of child support required; grounds for denial of license; duty of Administrator. [Expires by limitation on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.380 Licensing: General provisions. [Effective until the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.380 Licensing: General provisions. [Effective on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.390 Requirements after licensing.

NRS 90.400 Licensing of successor firms.

NRS 90.410 Power of inspection.

NRS 90.415 Fee for inspection of records.

NRS 90.420 Grounds for denial, suspension, revocation, fine or condition.

NRS 90.430 Denial, suspension, revocation, fine or condition on grounds of lack of qualification.

NRS 90.435 Mandatory suspension of license for failure to pay child support or comply with certain subpoenas or warrants; reinstatement of license. [Expires by limitation on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.440 Withdrawal.

NRS 90.450 Custody of client’s securities and money.

REGISTRATION OF SECURITIES EXCHANGES

NRS 90.453 Registration required; exemption; regulations; investigation of persons associated with applicant; denial, suspension or revocation.

NRS 90.4535 Description of person “associated with” securities exchange or applicant for registration.

NRS 90.454 Limitations on trading of security.

NRS 90.456 Fee for transactions.

NRS 90.457 Use of unregistered exchange by broker-dealer or representative prohibited.

REGISTRATION OF SECURITIES

NRS 90.460 Registration requirement.

NRS 90.465 Expeditious processing of notice of claim of exemption from registration requirement.

NRS 90.470 Registration by filing.

NRS 90.480 Registration by coordination.

NRS 90.490 Registration by qualification.

NRS 90.500 Provisions applicable to registration generally.

NRS 90.510 Denial, suspension or revocation of registration.

EXEMPTIONS FROM REGISTRATION

NRS 90.520 Exempt securities; filing and fee required for exemption.

NRS 90.530 Exempt transactions.

NRS 90.540 Additional exemptions; fee.

NRS 90.550 Revocation of exemptions.

NRS 90.560 Filing of sales and advertising literature.

NRS 90.565 Filing of notice before initial offering of securities.

NRS 90.567 Filing of notice after first sale of securities.

FRAUDULENT AND OTHER PROHIBITED PRACTICES

NRS 90.570 Offer, sale and purchase.

NRS 90.580 Manipulation of market.

NRS 90.590 Prohibited transactions by investment advisers and representatives of investment advisers.

NRS 90.600 Misleading filings.

NRS 90.605 Offering false evidence; destroying evidence.

NRS 90.610 Unlawful representation concerning licensing, registration or exemption.

ENFORCEMENT AND CIVIL LIABILITY

NRS 90.615 Authority of Attorney General and district attorney.

NRS 90.620 Investigations and subpoenas.

NRS 90.630 Enforcement.

NRS 90.640 Power of court to grant relief.

NRS 90.650 Criminal penalties.

NRS 90.660 Civil liability.

NRS 90.670 Statute of limitations.

NRS 90.680 Offer of rescission and settlement.

NRS 90.690 Burden of proof.

NRS 90.700 Liability: General provisions.

ADMINISTRATION

NRS 90.710 Administration of chapter.

NRS 90.715 Strict interpretation of provisions; waiver of enforcement; no-action letter; fee.

NRS 90.720 Prohibitions on use of information.

NRS 90.730 Public information and confidentiality.

NRS 90.740 Cooperation with other agencies.

NRS 90.750 Regulations, forms and orders.

NRS 90.760 Good faith reliance.

NRS 90.770 Consent to service of process.

NRS 90.780 Administrative files and records.

NRS 90.790 Administrative proceedings.

NRS 90.800 Summary order of Administrator; notice and opportunity for hearing; final order.

NRS 90.820 Emergency administrative proceedings.

MISCELLANEOUS PROVISIONS

NRS 90.830 Scope of chapter.

NRS 90.840 Contract provisions.

NRS 90.845 Payment of fees by electronic transfer.

NRS 90.847 Electronic delivery of records and applications.

NRS 90.851 Revolving Account for Investigation, Enforcement and Education.

NRS 90.860 Short title; uniformity of application and construction.

_________

GENERAL PROVISIONS

NRS 90.211 Definitions. As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 90.215 to 90.305, inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1987, 2149; A 1989, 160; 1993, 2415; 1995, 1441; 1997, 500; 2003, 3162)

NRS 90.215 “Administrator” defined. “Administrator” means the Administrator of the Division.

(Added to NRS by 1987, 2149; A 1989, 160)

NRS 90.220 “Broker-dealer” defined. “Broker-dealer” means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. “Broker-dealer” does not include:

1. A sales representative;

2. An issuer, except when effecting transactions other than with respect to its own securities;

3. A depository institution; or

4. Any other person the Administrator by regulation or order designates.

(Added to NRS by 1987, 2149; A 1989, 160)

NRS 90.223 “Commission” defined.

1. “Commission” means:

(a) Any payment of cash, securities or goods for offering to sell or selling a security; or

(b) A promise or commitment to provide any payment of cash, securities or goods in the future for offering to sell or selling a security.

2. The term does not include:

(a) A commission paid to a real estate broker solely for services relating to the sale, purchase, rental or lease of real estate if the commission is commensurate with fees paid in the community for similar services.

(b) Any payment made to an attorney or accountant for any advice or recommendation relating to the purchase, sale or other transfer of securities that is given to a client with whom the attorney or accountant has a professional relationship if the payment and the interest of the attorney or accountant in the transaction or in the issuer or an affiliate of the issuer are disclosed in writing to the client before the sale or transfer of the securities.

(Added to NRS by 1997, 499)

NRS 90.225 “Depository institution” defined.

1. “Depository institution” means:

(a) A person that is organized, chartered or holding an authorization certificate under the laws of a state or of the United States which authorizes the person to receive deposits, including a savings, share, certificate or deposit account, and that is supervised and examined for the protection of depositors by an official or agency of a state or the United States; and

(b) A trust company or other institution that is authorized by federal or state law to exercise fiduciary powers of the type a national bank is permitted to exercise under the authority of the comptroller of the currency and is supervised and examined by an official or agency of a state or the United States.

2. “Depository institution” does not include an insurance company or other organization primarily engaged in the insurance business or a Morris Plan bank, industrial loan company, or a similar bank or company unless its deposits are insured by a federal agency.

(Added to NRS by 1987, 2149; A 1989, 160)

NRS 90.230 “Division” defined. “Division” means the Securities Division of the Office of the Secretary of State.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.235 “Filing” and “file” defined.

1. “Filing” means:

(a) The actual delivery of a record or application to the Administrator or his designee or to the principal office of the Administrator; or

(b) The electronic delivery of a record or application to the Administrator or his designee or to the principal office of the Administrator using a system that has been approved by the Administrator.

2. “File” has a corresponding meaning.

(Added to NRS by 1987, 2150; A 1989, 160; 1997, 495; 2003, 3162)

NRS 90.240 “Financial or institutional investor” defined. “Financial or institutional investor” means any of the following, whether acting for itself or others in a fiduciary capacity other than as an agent:

1. A depository institution;

2. An insurance company;

3. A separate account of an insurance company;

4. An investment company as defined in the Investment Company Act of 1940;

5. An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $5,000,000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is either a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, a depository institution, or an insurance company; and

6. Any other institutional buyer.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.245 “Fraud,” “deceit” and “defraud” defined. “Fraud,” “deceit” and “defraud” are not limited to common-law fraud or deceit.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.250 “Investment adviser” defined. “Investment adviser” means any person who, for compensation, engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term does not include:

1. An employee of an adviser;

2. A depository institution;

3. A lawyer, accountant, engineer or teacher whose performance of investment advisory services is solely incidental to the practice of his profession;

4. A broker-dealer whose performance of investment advisory services is solely incidental to the conduct of business as a broker-dealer and who receives no special compensation for the investment advisory services;

5. A publisher, employee or columnist of a newspaper, news magazine or business or financial publication, or an owner, operator, producer or employee of a cable, radio or television network, station or production facility if, in either case, the financial or business news published or disseminated is made available to the general public and the content does not consist of rendering advice on the basis of the specific investment situation of each client;

6. A person whose advice, analyses or reports relate only to securities exempt under paragraph (a) of subsection 2 of NRS 90.520; or

7. Any other person the Administrator by regulation or order designates.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.255 “Issuer” defined. “Issuer” means a person who issues or proposes to issue a security, except that:

1. The “issuer” of a collateral trust certificate, voting trust certificate, certificate of deposit for a security or share in an investment company without a board of directors or persons performing similar functions, is the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued;

2. The “issuer” of an equipment trust certificate, including a conditional sales contract, or similar security serving the same purpose, is the person to whom the equipment or property is or is to be leased or conditionally sold; and

3. The “issuer” of a fractional undivided interest in an oil, gas or other mineral lease or in payments out of production under such a lease, right or royalty is the owner of an interest in the lease or in payments out of such production, whether whole or fractional, who creates fractional interests for the purpose of sale.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.260 “Nonissuer transaction” defined. “Nonissuer transaction” means a transaction not directly or indirectly for the benefit of the issuer.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.265 “Person” defined. “Person” includes a government, governmental agency or political subdivision of a government.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.270 “Price amendment” defined. “Price amendment” means the amendment to a registration statement filed under the Securities Act of 1933 or, if no amendment is filed, the prospectus or prospectus supplement filed under the Securities Act of 1933, which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices and other matters dependent upon the offering price.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.275 “Promoter” defined. “Promoter” includes:

1. A person who, acting alone or in concert with one or more other persons, takes the entrepreneurial initiative in founding or organizing the business or enterprise of an issuer;

2. An officer or director who owns any securities of an issuer or any person who owns, beneficially or of record, 10 percent or more of any class of securities of the issuer if the officer, director or other person acquires any of those securities within 3 years before the issuer files a registration under this chapter in a transaction which does not possess the indicia of bargaining at arm’s length; and

3. A member of the immediate family of a person within subsection 1 or 2 if the member received the securities in a transaction which does not possess the indicia of bargaining at arm’s length.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.277 “Record” defined. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(Added to NRS by 2003, 3162)

NRS 90.278 “Representative of an investment adviser” defined.

1. “Representative of an investment adviser” means any person employed by or associated with an investment adviser who:

(a) Provides advice concerning securities;

(b) Manages accounts or portfolios of clients;

(d) Solicits for the sale of investment advice, unless the person is a sales representative licensed pursuant to this chapter;

(e) Sells, offers to sell or negotiates for the sale of investment advice; or

(f) Supervises employees who engage in the activities described in paragraphs (a) to (e), inclusive.

2. The term does not include:

(a) A broker-dealer;

(b) An investment adviser; and

(Added to NRS by 1995, 1441)

NRS 90.280 “Sale” and “sell” defined. “Sale” includes every contract of sale, contract to sell, or other disposition, of a security or interest in a security for value. “Sell” has a corresponding meaning. In this context:

1. “Offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value.

2. “Offer to purchase” includes every attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value, but the term does not include a transaction that is subject to section 14(d) of the Securities Exchange Act of 1934.

3. A security given or delivered with, or as a bonus on account of, a purchase of securities or other item is considered to constitute a part of the subject of the purchase and to have been offered for sale and sold for value.

4. A gift of assessable stock is deemed to involve an offer and sale.

5. A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, or a sale or offer of a security that gives the holder a present or future right or privilege to convert into another security of the same of another issuer, is deemed to include an offer of the other security.

6. The terms defined in this section do not include:

(a) The creation of a security interest or a loan;

(b) A stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if:

(1) The distribution of the dividend is not for the purpose of evading the provisions of this chapter governing the registration of securities; and

(2) Nothing of value is given by the stockholders for the dividend other than the surrender of a right to a cash or property dividend and each stockholder may elect to take the dividend in cash, property or stock; or

(c) An act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims or property interests, or partly in exchange and partly for cash.

(Added to NRS by 1987, 2152; A 1989, 160; 1991, 593)

NRS 90.285 “Sales representative” defined. “Sales representative” means a natural person other than a broker-dealer, authorized to act and acting for a broker-dealer or issuer effecting or attempting to effect purchases or sales of securities. A partner, officer or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is a sales representative only if he otherwise comes within the definition.

(Added to NRS by 1987, 2152; A 1989, 160)

NRS 90.290 “Securities Act of 1933,” “Securities Exchange Act of 1934,” “Public Utility Holding Company Act of 1935,” “Investment Company Act of 1940,” “Investment Advisers Act of 1940,” “Employees Retirement Income Security Act of 1974,” “National Housing Act” and “Commodity Exchange Act” defined. “Securities Act of 1933,” “Securities Exchange Act of 1934,” “Public Utility Holding Company Act of 1935,” “Investment Company Act of 1940,” “Investment Advisers Act of 1940,” “Employees Retirement Income Security Act of 1974,” “National Housing Act” and “Commodity Exchange Act” mean the federal statutes of those names as amended.

(Added to NRS by 1987, 2152; A 1989, 160)

NRS 90.292 “Securities exchange” defined. “Securities exchange” means any organization, association or group of persons, incorporated or unincorporated, located within this State which constitutes, maintains or provides a marketplace, facilities or electronic communications equipment for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood. The term includes the marketplace, facilities and electronic communications equipment used by such an exchange.

(Added to NRS by 1993, 2414)

NRS 90.295 “Security” defined. “Security” means a note, stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in a profit-sharing agreement, a limited partnership interest, an interest in a limited-liability company, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in an oil, gas or other mineral lease or in payments out of production of such a lease, right or royalty, a put, call, straddle or option on a security, certificate of deposit or group or index of securities including any interest therein or based on the value of any of the foregoing, or, in general, any interest or instrument commonly known as a security or any certificate of interest or participation in, temporary or interim certificate for, receipt for, whole or partial guarantee of or warrant or right to subscribe to or purchase any of the foregoing. The term does not include:

1. An insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed sum of money either in a lump sum or periodically for life or some other specified period; or

2. An interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974.

(Added to NRS by 1987, 2152; A 1989, 160; 1995, 1442)

NRS 90.300 “Self-regulatory organization” defined. “Self-regulatory organization” means a national securities exchange registered under section 6 of the Securities Exchange Act of 1934, a national association of brokers and dealers registered under section 15A of the Securities Exchange Act of 1934, a clearing agency registered under section 17A of the Securities Exchange Act of 1934, the Municipal Securities Rulemaking Board established under section 15B(b)(1) of the Securities Exchange Act of 1934 or section 21 of the Commodity Exchange Act.

(Added to NRS by 1987, 2153; A 1989, 160)

NRS 90.305 “State” defined. “State” means a state, commonwealth, territory or possession of the United States, the District of Columbia or the commonwealth of Puerto Rico.

(Added to NRS by 1987, 2153; A 1989, 160)

LICENSING OF BROKER-DEALERS, SALES REPRESENTATIVES, INVESTMENT ADVISERS AND REPRESENTATIVES OF INVESTMENT ADVISERS

NRS 90.310 Licensing of broker-dealers and sales representatives.

1. It is unlawful for any person to transact business in this State as a broker-dealer or sales representative unless licensed or exempt from licensing under this chapter.

2. It is unlawful for any issuer or any broker-dealer licensed under this chapter to employ or contract with a person as a sales representative within this State unless the sales representative is licensed or exempt from licensing under this chapter.

3. It is unlawful for a broker-dealer or an issuer engaged in offering securities in this State to employ or contract with, in connection with any of the broker-dealer’s or issuer’s activities in this State, any person who is suspended or barred from association with a broker-dealer or investment adviser by the Administrator. A broker-dealer or issuer does not violate this subsection unless he knows or in the exercise of reasonable care should know of the suspension or bar. Upon request from a broker-dealer or issuer, and for good cause shown, the Administrator by order may waive the prohibition of this subsection with respect to a particular person who has been suspended or barred.

4. It is unlawful for any person licensed pursuant to this chapter to share, divide or apportion fees with a person who is effecting or attempting to effect purchases or sales of securities and is not licensed pursuant to the provisions of this chapter.

(Added to NRS by 1987, 2153; A 1989, 151; 1995, 1442)

NRS 90.320 Exempt broker-dealers and sales representatives.

1. The following broker-dealers are exempt from licensing under NRS 90.310:

(a) A broker-dealer who is registered or, is not required to be registered under the Securities Exchange Act of 1934 and who has no place of business in this State if:

(1) The transactions effected by the broker-dealer in this State are exclusively with the issuer of the securities involved in the transactions, other broker-dealers licensed or exempt under this chapter, and financial or institutional investors;

(2) The broker-dealer is licensed under the securities laws of a state in which he maintains a place of business and he offers and sells in this State to a person who is an existing customer of the broker-dealer and whose principal place of residence is not in this State; or

(3) The broker-dealer is licensed under the securities laws of a state in which he maintains a place of business and during any 12 consecutive months he does not effect transactions with more than five persons in this State in addition to the transactions with the issuers of the securities involved in the transactions, financial or institutional investors, or broker-dealers, whether or not the offeror or an offeree is then present in this State.

(b) Other broker-dealers the Administrator by regulation or order exempts.

2. The following sales representatives are exempt from licensing under NRS 90.310:

(a) A sales representative acting for a broker-dealer exempt under subsection 1;

(b) A sales representative acting for an issuer in effecting transactions in a security exempted by paragraphs (a), (b), (c), (d), (k), (l) or (m) of subsection 2 of NRS 90.520;

(c) A sales representative acting for an issuer effecting offers or sales of securities in transactions exempted by NRS 90.530;

(d) A sales representative acting for an issuer effecting transactions with employees, partners, officers or directors of the issuer, a parent or a wholly owned subsidiary of the issuer, if no commission or other similar compensation is paid or given directly or indirectly to the sales representative for soliciting an employee, partner, officer or director in this State; and

(e) Other sales representatives the Administrator by regulation or order exempts.

(Added to NRS by 1987, 2153; A 1989, 151; 1991, 189)

NRS 90.330 Licensing of investment advisers and representatives of investment advisers.

1. It is unlawful for any person to transact business in this State as an investment adviser or as a representative of an investment adviser unless licensed or exempt from licensing under this chapter.

2. It is unlawful for an investment adviser to employ, to engage in any activity in this State, any person who is suspended or barred from association with a broker-dealer or investment adviser by the Administrator. An investment adviser does not violate this subsection unless the investment adviser knows or in the exercise of reasonable care should know of the suspension or bar. Upon request from an investment adviser and for good cause shown, the Administrator, by order, may waive the prohibition of this subsection with respect to a person suspended or barred.

(Added to NRS by 1987, 2154; A 1989, 160; 1995, 1442)

NRS 90.340 Exempt investment advisers and representatives of investment advisers.

1. The following persons are exempt from licensing under NRS 90.330:

(a) An investment adviser who is registered or is not required to be registered as an investment adviser under the Investment Advisers Act of 1940 if:

(1) Its only clients in this State are other investment advisers, broker-dealers or financial or institutional investors;

(2) The investment adviser has no place of business in this State and directs business communications in this State to a person who is an existing client of the investment adviser and whose principal place of residence is not in this State; or

(3) The investment adviser has no place of business in this State and during any 12 consecutive months it does not direct business communications in this State to more than five present or prospective clients other than those specified in subparagraph (1), whether or not the person or client to whom the communication is directed is present in this State;

(b) A representative of an investment adviser who is employed by an investment adviser who is exempt from licensing pursuant to paragraph (a);

(1) Has passed one of the following examinations administered by the National Association of Securities Dealers, Inc.:

(I) The Uniform Investment Adviser Law examination, designated as the Series 65 examination; or

(II) The examination designated as the Series 66 examination; or

(2) On January 1, 1996, has been continuously licensed in this State as a sales representative for 5 years or more; and

(d) Other investment advisers and representatives of investment advisers the Administrator by regulation or order exempts.

2. The Administrator may, by order or rule, waive the examination required by subparagraph (1) of paragraph (c) of subsection 1 for an applicant or a class of applicants if the Administrator determines that the examination is not necessary for the protection of investors because of the training and experience of the applicant or class of applicants.

(Added to NRS by 1987, 2155; A 1989, 160; 1995, 1443)

1. An applicant for licensing as a broker-dealer, sales representative, investment adviser or representative of an investment adviser must file with the Administrator an application for licensing and a consent to service of process pursuant to NRS 90.770 and pay the fee required by NRS 90.360. The application for licensing must contain the social security number of the applicant and any other information the Administrator determines by regulation to be necessary and appropriate to facilitate the administration of this chapter.

2. The requirements of subsection 1 are satisfied by an applicant who has filed and maintains a completed and current registration with the Securities and Exchange Commission or a self-regulatory organization if the information contained in that registration is readily available to the Administrator through the Central Registration Depository or another depository for registrations that has been approved by the Administrator by regulation or order. Such an applicant must also file a notice with the Administrator in the form and content determined by the Administrator by regulation and a consent to service of process pursuant to NRS 90.770 and the fee required by NRS 90.360. The Administrator, by order, may require the submission of additional information by an applicant.

3. As used in this section, “Central Registration Depository” means the Central Registration Depository of the National Association of Securities Dealers, Inc., or its successor, and the North American Securities Administrators Association or its successor.

(Added to NRS by 1987, 2155; A 1989, 152; 1995, 1443; 1997, 2036; 1999, 520, 540; 2001, 1154; 2003, 325)

1. An applicant for licensing as a broker-dealer, sales representative, investment adviser or representative of an investment adviser must file with the Administrator an application for licensing and a consent to service of process pursuant to NRS 90.770 and pay the fee required by NRS 90.360. The application for licensing must contain the information the Administrator determines by regulation to be necessary and appropriate to facilitate the administration of this chapter.

(Added to NRS by 1987, 2155; A 1989, 152; 1995, 1443; 1997, 2036; 1999, 520, 540; 2001, 1154; 2003, 325, effective on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings)

NRS 90.360 Licensing fees.

1. An applicant for licensing shall pay a nonrefundable licensing fee, due annually in the following amounts:

(a) Broker-dealer, $300.

(b) Sales representative, $110.

(d) Representative of an investment adviser, $110.

2. The Administrator by regulation shall require licensing of branch offices. A broker-dealer who desires to obtain a branch office license must, in addition to complying with any other requirements established by the Administrator for such a license, submit an application for the license and pay a fee of $100. If any change occurs in the information set forth in an application made pursuant to this subsection, the applicant shall, within 30 days after the change, file an amendment to the application and pay a fee of $50. A license obtained pursuant to this subsection expires on December 31 of each year. The license must be renewed annually on or before December 31 by paying a fee of $100.

3. For the purpose of this section, a “branch office” means any place of business in this State other than the principal office in the state of the broker-dealer, from which one or more sales representatives transact business.

(Added to NRS by 1987, 2155; A 1989, 160; 1991, 594; 1995, 1444; 2003, 20th Special Session, 24, 114)

NRS 90.370 Examinations: Requirement for licensure; administration; waiver.

1. Except as otherwise provided in NRS 90.372, the Administrator by regulation or order may require an examination of an applicant applying for licensing under this chapter, a class of applicants, or a class of persons who will represent an investment adviser in performing an act that requires licensing as an investment adviser in this State.

2. Any examination required must be administered by the Administrator or his designee. Examinations may be oral or written, or both, and may differ for each class of applicants.

3. The Administrator by order may waive any requirement for examination imposed pursuant to subsection 1 as to any person or class of persons if he determines that an examination is not necessary for the protection of investors by reason of the training and experience of the applicant or class of applicants.

(Added to NRS by 1987, 2156; A 1989, 160; 1997, 500)

NRS 90.372 Eligibility of officer or director of issuer for waiver from examination for licensure as sales representative or broker-dealer.

1. The Administrator shall grant to a bona fide officer or director of an issuer a waiver from the examination required for licensure as a sales representative or broker-dealer if:

(a) The securities of the issuer:

(1) Are registered under the Securities Exchange Act of 1934; or

(2) Comply with the requirements of Regulation D of the Securities and Exchange Commission, 17 C.F.R. §§ 230.501 to 230.506, inclusive, except for 17 C.F.R. § 230.504, and are exempt from registration by regulation of the Administrator;

(b) The officer or director does not receive a commission or other compensation for the sale of the issuer’s securities; and

(1) Is an officer or director of the issuer;

(2) Will not be receiving a commission or other compensation for the sale of the issuer’s securities;

(3) Understands that the waiver applies only to the sale of the issuer’s securities; and

(4) Agrees to provide to prospective purchasers of the issuer’s securities such pamphlets, circulars, literature or other information as may be required by regulation or order of the Administrator.

2. If the officer or director sells or offers to sell any securities other than the securities of the issuer, he must pass the examination for licensure as a sales representative or broker-dealer unless the examination is otherwise waived by the Administrator pursuant to NRS 90.370.

(Added to NRS by 1997, 499)

1. An applicant for the issuance or renewal of a license as a broker-dealer, sales representative, investment adviser or representative of an investment adviser shall submit to the Administrator the statement prescribed by the Division of Welfare and Supportive Services of the Department of Health and Human Services pursuant to NRS 425.520. The statement must be completed and signed by the applicant.

2. The Administrator shall include the statement required pursuant to subsection 1 in:

(a) The application or any other forms that must be submitted for the issuance or renewal of the license; or

(b) A separate form prescribed by the Administrator.

3. A license as a broker-dealer, sales representative, investment adviser or representative of an investment adviser may not be issued or renewed by the Administrator if the applicant:

(a) Fails to submit the statement required pursuant to subsection 1; or

(b) Indicates on the statement submitted pursuant to subsection 1 that he is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order.

4. If an applicant indicates on the statement submitted pursuant to subsection 1 that he is subject to a court order for the support of a child and is not in compliance with the order or a plan approved by the district attorney or other public agency enforcing the order for the repayment of the amount owed pursuant to the order, the Administrator shall advise the applicant to contact the district attorney or other public agency enforcing the order to determine the actions that the applicant may take to satisfy the arrearage.

(Added to NRS by 1997, 2035)

1. Unless a proceeding under NRS 90.420 has been instituted, the license of any broker-dealer, sales representative, investment adviser or representative of an investment adviser becomes effective 30 days after an application for licensing has been filed and is complete, including any amendment, if all requirements imposed pursuant to NRS 90.370 and 90.375 have been satisfied. An application or amendment is complete when the applicant has furnished information responsive to each applicable item of the application. The Administrator may authorize an earlier effective date of licensing.

2. The license of a broker-dealer, sales representative, investment adviser or representative of an investment adviser is effective until terminated by revocation, suspension, expiration or withdrawal.

3. The license of a sales representative is only effective with respect to transactions effected on behalf of the broker-dealer or issuer for whom the sales representative is licensed.

4. A person shall not at any one time act as a sales representative for more than one broker-dealer or for more than one issuer, unless the Administrator by regulation or order authorizes multiple licenses.

5. If a person licensed as a sales representative terminates association with a broker-dealer or issuer or ceases to be a sales representative, the sales representative and the broker-dealer or issuer on whose behalf the sales representative was acting shall promptly notify the Administrator.

6. The Administrator by regulation may authorize one or more special classifications of licenses as a broker-dealer, sales representative, investment adviser or representative of an investment adviser to be issued to applicants subject to limitations and conditions on the nature of the activities that may be conducted by persons so licensed.

7. The license of a broker-dealer, sales representative, investment adviser or representative of an investment adviser expires if:

(a) The statement required pursuant to NRS 90.375 is not submitted when it is due; or

(b) The annual fee required by NRS 90.360 is not paid when it is due.

8. A license that has expired may be reinstated retroactively if the licensed person:

(a) Submits the statement required pursuant to NRS 90.375; and

(b) Pays the fee required by NRS 90.360, plus a fee for reinstatement in the amount of $50,

Ê within 30 days after the date of expiration. If the license is not reinstated within that time, it shall be deemed to have lapsed as of the date of expiration, and the licensed person must thereafter submit a new application for licensing if he desires to be relicensed.

(Added to NRS by 1987, 2156; A 1989, 160; 1991, 594; 1995, 1444; 1997, 2036; 2001, 1154; 2003, 325; 2003, 20th Special Session, 115)

1. Unless a proceeding under NRS 90.420 has been instituted, the license of any broker-dealer, sales representative, investment adviser or representative of an investment adviser becomes effective 30 days after an application for licensing has been filed and is complete, including any amendment, if all requirements imposed pursuant to NRS 90.370 have been satisfied. An application or amendment is complete when the applicant has furnished information responsive to each applicable item of the application. The Administrator may authorize an earlier effective date of licensing.

3. The license of a sales representative is only effective with respect to transactions effected on behalf of the broker-dealer or issuer for whom the sales representative is licensed.

7. The license of a broker-dealer, sales representative, investment adviser or representative of an investment adviser expires if the annual fee required by NRS 90.360 is not paid when it is due.

8. A license that has expired may be reinstated retroactively if the licensed person pays the fee required by NRS 90.360, plus a fee for reinstatement in the amount of $50, within 30 days after the date of expiration. If the license is not reinstated within that time, it shall be deemed to have lapsed as of the date of expiration, and the licensed person must thereafter submit a new application for licensing if he desires to be relicensed.

(Added to NRS by 1987, 2156; A 1989, 160; 1991, 594; 1995, 1444; 1997, 2036; 2001, 1154; 2003, 325; 2003, 20th Special Session, 115, effective on the date of the repeal of the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings)

NRS 90.390 Requirements after licensing.

1. The Administrator by regulation may require that:

(a) A licensed broker-dealer who is not registered under the Securities Exchange Act of 1934 maintain minimum net capital and a prescribed ratio between net capital and aggregate indebtedness, which may vary with type or class of broker-dealer; or

(b) A licensed investment adviser who is not registered under the Investment Advisers Act of 1940 maintain a minimum net worth.

2. If a licensed broker-dealer or investment adviser knows, or has reasonable cause to know, that a requirement imposed on it under this section is not being met, the broker-dealer or investment adviser shall promptly notify the Administrator of its current financial condition.

3. The Administrator by regulation may require a fidelity bond from a broker-dealer who is not registered under the Securities Exchange Act of 1934.

4. A licensed broker-dealer or investment adviser shall file financial and other reports that the Administrator determines by regulation or order are necessary, but filing a copy of the financial reports filed under the Securities Exchange Act of 1934, in the case of a broker-dealer, or the Investment Advisers Act of 1940, in the case of an investment adviser, satisfies the requirements regarding the filing of financial reports pursuant to this subsection.

5. A licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser shall make and maintain records that the Administrator determines by regulation are necessary and appropriate, but compliance with the recordkeeping requirements of the Securities Exchange Act of 1934, in the case of a broker-dealer, or the Investment Advisers Act of 1940, in the case of an investment adviser, satisfies the requirements of this subsection.

6. Required records may be maintained in any form of data storage if they are readily accessible to the Administrator. Required records must be preserved for 5 years unless the Administrator by regulation specifies a different period for a particular type or class of records.

7. If the information contained in a record filed with the Administrator as part of the application for licensing or under the section, except information the Administrator by regulation or order excludes, is or becomes inaccurate or incomplete in a material respect, the licensed person shall promptly file correcting information, unless notification of termination has been given pursuant to subsection 5 of NRS 90.380.

(Added to NRS by 1987, 2156; A 1989, 160; 1995, 1445; 2003, 3162)

NRS 90.400 Licensing of successor firms.

1. A licensed broker-dealer or investment adviser may file an application for licensing of a successor, whether or not the successor is then in existence, if the fee the Administrator prescribes for the application is submitted with the application.

2. If a broker-dealer or investment adviser succeeds to and continues the business of a licensed broker-dealer or investment adviser and the successor files an application for licensing within 30 days after the succession, the license of the predecessor remains effective as the license of the successor for 60 days after the succession.

3. Licensing of each licensed sales representative of the broker-dealer or licensed representative of the investment adviser filing an application pursuant to subsection 1 or 2 continues without a separate filing or fee upon the licensing of the successor.

(Added to NRS by 1987, 2157; A 1989, 160; 1995, 1446)

NRS 90.410 Power of inspection.

1. The Administrator, without previous notice, may examine in a manner reasonable under the circumstances the records, within or without this State, of a licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser, in order to determine compliance with this chapter. Broker-dealers, sales representatives, investment advisers and representatives of investment advisers shall make their records available to the Administrator in legible form.

2. The Administrator may copy records or require a licensed person to copy records and provide the copies to the Administrator to the extent and in a manner reasonable under the circumstances.

3. The Administrator by regulation may impose a reasonable fee for the expense of conducting an examination under this section.

(Added to NRS by 1987, 2157; A 1989, 160; 1995, 1446)

NRS 90.415 Fee for inspection of records.

1. For any inspection of records conducted pursuant to NRS 90.410, the Administrator shall impose a fee of not more than:

(a) One thousand dollars for an inspection within this State;

(b) Five thousand dollars for an inspection in which any part of the inspection occurs outside this State; or

Ê whichever is less.

2. The fee must be paid within 60 days after the receipt of a request for payment from the Administrator.

(Added to NRS by 2003, 20th Special Session, 24, 25, 26)

NRS 90.420 Grounds for denial, suspension, revocation, fine or condition.

1. The Administrator by order may deny, suspend or revoke any license, fine any licensed person, limit the activities governed by this chapter that an applicant or licensed person may perform in this State, bar an applicant or licensed person from association with a licensed broker-dealer or investment adviser or bar from employment with a licensed broker-dealer or investment adviser a person who is a partner, officer, director, sales representative, investment adviser or representative of an investment adviser, or a person occupying a similar status or performing a similar function for an applicant or licensed person, if the Administrator finds that the order is in the public interest and that the applicant or licensed person or, in the case of a broker-dealer or investment adviser, any partner, officer, director, sales representative, investment adviser, representative of an investment adviser, or person occupying a similar status or performing similar functions or any person directly or indirectly controlling the broker-dealer or investment adviser:

(a) Has filed an application for licensing with the Administrator which, as of its effective date, or as of any date after filing in the case of an order denying effectiveness, was incomplete in a material respect or contained a statement that was, in light of the circumstances under which it was made, false or misleading with respect to a material fact;

(b) Has violated or failed to comply with a provision of this chapter as now or formerly in effect or a regulation or order adopted or issued under this chapter;

(c) Is the subject of an adjudication or determination after notice and opportunity for hearing, within the last 5 years by a securities agency or administrator of another state or a court of competent jurisdiction that the person has violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Commodity Exchange Act or the securities law of any other state, but only if the acts constituting the violation of that state’s law would constitute a violation of this chapter had the acts taken place in this State;

(d) Within the last 10 years has been convicted of a felony or misdemeanor which the Administrator finds:

(1) Involves the purchase or sale of a security, taking a false oath, making a false report, bribery, perjury, burglary, robbery or conspiracy to commit any of the foregoing offenses;

(2) Arises out of the conduct of business as a broker-dealer, investment adviser, depository institution, insurance company or fiduciary; or

(3) Involves the larceny, theft, robbery, extortion, forgery, counterfeiting, fraudulent concealment, embezzlement, fraudulent conversion or misappropriation of money or securities or conspiracy to commit any of the foregoing offenses;

(e) Is or has been permanently or temporarily enjoined by any court of competent jurisdiction, unless the order has been vacated, from acting as an investment adviser, representative of an investment adviser, underwriter, broker-dealer or as an affiliated person or employee of an investment company, depository institution or insurance company or from engaging in or continuing any conduct or practice in connection with any of the foregoing activities or in connection with the purchase or sale of a security;

(f) Is or has been the subject of an order of the Administrator, unless the order has been vacated, denying, suspending or revoking his license as a broker-dealer, sales representative, investment adviser or representative of an investment adviser;

(g) Is or has been the subject of any of the following orders which were issued within the last 5 years, unless the order has been vacated:

(1) An order by the securities agency or administrator of another state, Canadian province or territory or by the Securities and Exchange Commission or a comparable regulatory agency of another country, entered after notice and opportunity for hearing, denying, suspending or revoking the person’s license as a broker-dealer, sales representative, investment adviser or representative of an investment adviser;

(2) A suspension or expulsion from membership in or association with a member of a self-regulatory organization;

(3) An order of the United States Postal Service relating to fraud;

(4) An order to cease and desist entered after notice and opportunity for hearing by the Administrator, the securities agency or administrator of another state, Canadian province or territory, the Securities and Exchange Commission or a comparable regulatory agency of another country, or the Commodity Futures Trading Commission; or

(5) An order by the Commodity Futures Trading Commission denying, suspending or revoking registration under the Commodity Exchange Act;

(h) Has engaged in unethical or dishonest practices in the securities business;

(i) Is insolvent, either in the sense that liabilities exceed assets or in the sense that obligations cannot be met as they mature, but the Administrator may not enter an order against a broker-dealer or investment adviser under this paragraph without a finding of insolvency as to the broker-dealer or investment adviser;

(j) Has failed to pay a tax as required pursuant to the provisions of chapter 363A of NRS;

(k) Is determined by the Administrator in compliance with NRS 90.430 not to be qualified on the basis of lack of training, experience and knowledge of the securities business; or

(l) Has failed reasonably to supervise a sales representative, employee or representative of an investment adviser.

2. The Administrator may not institute a proceeding on the basis of a fact or transaction known to the director when the license became effective unless the proceeding is instituted within 90 days after issuance of the license.

3. If the Administrator finds that an applicant or licensed person is no longer in existence or has ceased to do business as a broker-dealer, sales representative, investment adviser or representative of an investment adviser or is adjudicated mentally incompetent or subjected to the control of a committee, conservator or guardian or cannot be located after reasonable search, the Administrator may by order deny the application or revoke the license.

(Added to NRS by 1987, 2158; A 1989, 160; 1991, 595; 1993, 1225; 1995, 1446; 2001, 1155; 2005, 1781)

NRS 90.430 Denial, suspension, revocation, fine or condition on grounds of lack of qualification. The Administrator’s determination that an applicant or licensed person lacks qualification under NRS 90.420 is limited by the following provisions:

1. The Administrator may not enter an order against a broker-dealer because of the lack of qualification of:

(a) A person other than the broker-dealer if the broker-dealer is a natural person; or

(b) A sales representative of the broker-dealer.

2. The Administrator may not enter an order against an investment adviser because of the lack of qualification of:

(a) A person other than the investment adviser, if the investment adviser is a natural person; or

(b) Any representative of an investment adviser or other person who represents the investment adviser in doing an act that makes the person an investment adviser.

3. The Administrator may not enter an order solely on the basis of lack of experience if the applicant or registrant is qualified by training or knowledge, or both.

4. The Administrator shall consider that:

(a) A sales representative who will work under the supervision of a licensed broker-dealer need not have the same qualifications as a broker-dealer; and

(b) A representative of an investment adviser who will work under the supervision of a licensed investment adviser need not have the same qualifications as an investment adviser.

5. The Administrator shall consider that an investment adviser is not necessarily qualified solely on the basis of experience as a broker-dealer or sales representative.

(Added to NRS by 1987, 2160; A 1989, 160; 1995, 1449)

1. If the Administrator receives a copy of a court order issued pursuant to NRS 425.540 that provides for the suspension of all professional, occupational and recreational licenses, certificates and permits issued to a person who is the holder of a license as a broker-dealer, sales representative, investment adviser or representative of an investment adviser, the Administrator shall deem the license issued to that person to be suspended at the end of the 30th day after the date on which the court order was issued unless the Administrator receives a letter issued to the holder of the license by the district attorney or other public agency pursuant to NRS 425.550 stating that the holder of the license has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.

2. The Administrator shall reinstate a license as a broker-dealer, sales representative, investment adviser or representative of an investment adviser that has been suspended by a district court pursuant to NRS 425.540 if the Administrator receives a letter issued by the district attorney or other public agency pursuant to NRS 425.550 to the person whose license was suspended stating that the person whose license was suspended has complied with the subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.

(Added to NRS by 1997, 2035)

NRS 90.440 Withdrawal.

1. An application for a license may be withdrawn by the applicant without prejudice before the license becomes effective.

2. Withdrawal from licensing as a broker-dealer, sales representative, investment adviser or representative of an investment adviser becomes effective 30 days after receipt by the Administrator of an application to withdraw or within such shorter period as the Administrator determines, unless:

(a) A proceeding to revoke or suspend is pending when the application is filed;

(b) A proceeding to revoke or suspend or to impose conditions upon the withdrawal is instituted within 30 days after the application is filed; or

3. If a proceeding is pending or instituted under subsection 2, withdrawal becomes effective at the time and upon the conditions the Administrator by order determines. If additional information is requested, withdrawal is effective 30 days after the additional information is filed. Although no proceeding is pending or instituted and withdrawal becomes effective, the Administrator may institute a proceeding pursuant to NRS 90.420 within 2 years after withdrawal became effective and enter an order as of the last date on which licensing was effective.

(Added to NRS by 1987, 2160; A 1989, 160; 1995, 1449; 2001, 1157)

NRS 90.450 Custody of client’s securities and money.

1. Unless prohibited by regulation or order of the Administrator, an investment adviser registered under the Investment Advisers Act of 1940 may take or retain custody of securities or money of a client.

2. To the extent permitted by regulation or order of the Administrator, an investment adviser exempt from registration under the Investment Advisers Act of 1940, but licensed as an investment adviser under this chapter, may take or retain custody of securities or money of a client.

(Added to NRS by 1987, 2160; A 1989, 160)

REGISTRATION OF SECURITIES EXCHANGES

NRS 90.453 Registration required; exemption; regulations; investigation of persons associated with applicant; denial, suspension or revocation.

1. Except as otherwise provided in subsection 2, a person shall not operate a securities exchange in this State unless it has been registered with the Securities Division.

2. A securities exchange which is registered with the United States Securities and Exchange Commission is exempt from the requirements for registration set forth in this section.

3. The Administrator shall adopt regulations necessary to carry out the provisions of this section, including regulations prescribing:

(a) Requirements for the registration and operation of a securities exchange;

(b) The fees for the registration of a securities exchange; and

4. The Administrator shall investigate the qualifications of each person associated with an applicant for registration as a securities exchange. The applicant shall pay the cost of the investigation.

5. The Administrator may deny, suspend or revoke the registration of a securities exchange, or place conditions, limitations or restrictions on the registration, if he determines that such action is in the public interest and any of the provisions of subsection 1 of NRS 90.420 are applicable to a person associated with the securities exchange.

(Added to NRS by 1993, 2414; A 1997, 503)

NRS 90.4535 Description of person “associated with” securities exchange or applicant for registration. A person is “associated with” a securities exchange or an applicant for registration as such if he is:

1. An officer, director, shareholder, employee or other agent, client, customer or member of the securities exchange or applicant;

2. A partner, officer or director of a member of the securities exchange; or

3. An employee of a member of the securities exchange who is licensed pursuant to this chapter or registered pursuant to the Securities Exchange Act of 1934.

(Added to NRS by 1997, 503)

NRS 90.454 Limitations on trading of security. A securities exchange located in this State shall not allow the trading of a security in this State unless it is issued by a corporation which has complied with the requirements of this chapter and any other applicable requirements of federal or state law.

(Added to NRS by 1993, 2415)

NRS 90.456 Fee for transactions.

1. The Administrator may charge a fee not to exceed 0.5 percent of the total value of each transaction involving the purchase, sale or other transfer of a security conducted by a securities exchange located in this State.

2. The Administrator may adopt by regulation or order, and shall cause to be published, a table of fees based upon the direct cost of regulating the securities exchange.

(Added to NRS by 1993, 2415; A 1997, 504; 2003, 20th Special Session, 115)

NRS 90.457 Use of unregistered exchange by broker-dealer or representative prohibited. A broker-dealer or his representative shall not use a securities exchange to effect or report any transaction concerning a security unless the securities exchange is registered with the Securities Division or is exempt from the requirements for registration pursuant to NRS 90.453.

(Added to NRS by 1993, 2415)

REGISTRATION OF SECURITIES

NRS 90.460 Registration requirement. It is unlawful for a person to offer to sell or sell any security in this State unless the security is registered or the security or transaction is exempt under this chapter.

(Added to NRS by 1987, 2161; A 1989, 160)

NRS 90.465 Expeditious processing of notice of claim of exemption from registration requirement.

1. A person who files a notice of claim of exemption from the registration requirements of NRS 90.460 may request expeditious processing of the claim by paying an additional fee per filing for the expeditious processing.

2. For a fee of $100 per filing, the Administrator shall issue a notification of acceptance within 24 hours after receipt of the filing.

3. For a fee of $200 per filing, the Administrator shall issue a notification of acceptance on the same date on which the filing is received, if the filing is received by the Administrator before noon Pacific Standard Time.

(Added to NRS by 2003, 20th Special Session, 24, 25, 26)

NRS 90.470 Registration by filing.

1. Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by filing, whether or not they are also eligible for registration under NRS 90.480 or 90.490, if:

(a) The issuer is organized under the laws of the United States or a state or, if the issuer is not organized under the laws of the United States or a state, it has appointed a duly authorized agent in the United States for service of process;

(b) The issuer has actively engaged in business operations in the United States for a period of at least 36 consecutive calendar months immediately before the filing of the federal registration statement;

(c) The issuer has registered a class of equity securities under section 12(b) or 12(g) of the Securities Exchange Act of 1934, and the class of securities is held of record by 500 or more persons;

(d) The issuer has:

(1) Either a total net worth of $4,000,000 or a total net worth of $2,000,000 and net pretax income from operations before allowances for extraordinary items, for at least 2 of the 3 preceding fiscal years;

(2) Not less than 400,000 units of the class of security registered under section 12 of the Securities Exchange Act of 1934 held by the public, excluding securities held by officers and directors of the issuer, underwriters and persons beneficially owning 10 percent or more of that class of security; and

(3) No outstanding warrants and options held by the underwriters and executive officers and directors of the issuer in an amount exceeding 10 percent of the total number of shares to be outstanding after completion of the offering of the securities being registered;

(e) The issuer has been subject to the requirements of section 12 of the Securities Exchange Act of 1934 and has filed all the material required to be filed under sections 13 and 14 of that act for at least 36 consecutive calendar months immediately before the filing of the statement and the issuer has filed in a timely manner all reports required to be filed during the 12 calendar months next preceding the filing of the federal registration statement;

(f) For at least 30 days during the 3 months next preceding the offering of the securities registered there have been at least four market makers for the class of equity securities registered under section 12 of the Securities Exchange Act of 1934;

(g) Each of the underwriters participating in the offering of the security and each broker-dealer who will offer the security in this State is a member of or is subject to the regulations of fair practice of a national association of securities dealers with respect to the offering and the underwriters have contracted to purchase the securities offered in a principal capacity;

(h) The aggregate commissions or discounts to be received by the underwriters will not exceed 10 percent of the aggregate price at which the securities being registered are offered to the public;

(i) Neither the issuer nor any of its subsidiaries, since the end of the fiscal year next preceding the filing of the registration statement, have:

(1) Failed to pay a dividend or sinking fund installment on preferred stock;

(2) Defaulted on indebtedness for borrowed money; or

(3) Defaulted on the rental on one or more long-term leases, and the defaults in the aggregate are material to the financial position of the issuer and its subsidiaries, taken as a whole; and

(j) In the case of an equity security, the price at which the security will be offered to the public is not less than $5 per share.

2. A registration statement under this section must contain the following information and be accompanied by the following records in addition to the information specified in subsection 4 of NRS 90.500 and the consent to service of process required by NRS 90.770:

(a) A statement demonstrating eligibility for registration by filing;

(b) The name, address and form of organization of the issuer;

(1) Name and address;

(2) The amount of securities of the issuer held by the person as of the date of the filing of the registration statement; and

(3) A statement of the reasons for making the offering;

(d) A description of the security being registered; and

(e) A copy of the latest prospectus filed with the registration statement under and satisfying the requirements of section 10 of the Securities Act of 1933.

3. If the information and records required to be filed by subsection 2 have been on file with the Administrator for at least 5 business days, or any shorter period the Administrator allows by regulation or order, and the applicable registration fee has been paid before the effectiveness of the federal registration statement, a registration statement under this section automatically becomes effective concurrently with the effectiveness of the federal registration statement. If the federal statement becomes effective before the conditions in this section are satisfied and they are not waived, the registration statement becomes effective when the conditions are satisfied. The registrant shall promptly notify the Administrator by telephone or telegram of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall file promptly a posteffective amendment containing the information and records in the price amendment. The Administrator shall promptly acknowledge receipt of notification and effectiveness of the registration statement as of the date and time the registration statement became effective with the Securities and Exchange Commission.

(Added to NRS by 1987, 2161; A 1989, 160; 2003, 3163)

NRS 90.480 Registration by coordination.

1. Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by coordination.

(a) One copy of the latest form of prospectus filed under the Securities Act of 1933;

(b) If the Administrator by regulation or order requires:

(1) A copy of the articles of incorporation and bylaws, or their substantial equivalents, currently in effect;

(2) A copy of any agreement with or among underwriters;

(3) A copy of any indenture or other instrument governing the issuance of the security to be registered; and

(4) A copy, specimen or description of the security;

(c) If the Administrator requests and subject to the provisions of NRS 90.730, any other information or copies of any other records filed under the Securities Act of 1933; and

(d) An undertaking to forward promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, all future amendments to the federal prospectus, other than an amendment that delays the effective date of the registration statement, whichever occurs first.

3. A registration statement under this section becomes effective when the federal registration statement becomes effective and all the following conditions are satisfied:

(a) No order is in effect, and no proceeding is pending, under NRS 90.510;

(b) The registration statement has been on file with the Administrator for at least 10 days, but if the registration statement is not filed with the Administrator within 5 days after the initial filing under the Securities Act of 1933, the registration statement must have been on file with the Administrator for 30 days or any shorter period as the Administrator by regulation or order specifies; and

(c) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for 2 full business days or any shorter period the Administrator permits and the offering is made within those limitations.

4. The registrant shall promptly notify the Administrator of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a posteffective amendment containing the information and records in the price amendment.

5. Upon failure to receive the required notification and posteffective amendment with respect to the price amendment, the Administrator may enter an order, retroactively denying effectiveness to the registration statement or suspending its effectiveness until the registrant complies with subsection 4. The Administrator shall promptly notify the registrant of the issuance of the order. If the registrant proves compliance with the requirements of subsection 4 as to notice and posteffective amendment, the order is void as of its entry.

6. The Administrator by regulation or order may waive either or both of the conditions specified in paragraphs (b) and (c) of subsection 3.

7. If the federal registration statement becomes effective before all the conditions in subsection 3 are satisfied and they are not waived, the registration statement automatically becomes effective when all the conditions are satisfied. If the registrant advises the Administrator of the date when the federal registration statement is expected to become effective, the Administrator shall promptly advise the registrant, at the registrant’s expense, whether all conditions are satisfied and whether the Administrator then contemplates the institution of a proceeding under NRS 90.510, but the advice by the Administrator does not preclude the institution of a proceeding for an order suspending the effectiveness of the registration statement. An order issued under this subsection is not retroactive.

8. The Administrator by regulation or order may waive or modify the application of a requirement of this section if a provision or an amendment, repeal or other alteration of the provisions of the Securities Act of 1933 for the registration of securities or of the regulations adopted under that act renders the waiver or modification appropriate for further coordination of state and federal registration.

(Added to NRS by 1987, 2163; A 1989, 160; 1991, 597; 2003, 3165)

NRS 90.490 Registration by qualification.

1. A security may be registered by qualification.

(a) With respect to the issuer and any significant subsidiary:

(1) Its name, address and form of organization;

(2) The state or foreign jurisdiction and date of its organization;

(3) The general character and location of its business;

(4) A description of its physical property and equipment; and

(5) A statement of the general competitive conditions in the industry or business in which it is or will be engaged;

(b) With respect to every director and officer of the issuer or person occupying a similar status or performing similar functions:

(1) Name, address and principal occupation for the last 5 years;

(2) The amount of securities of the issuer held by the person as of a specified date within 30 days before the filing of the registration statement;

(3) The amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and

(4) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected;

(c) With respect to persons covered by paragraph (b), the compensation paid or given, directly or indirectly, during the last 12 months and estimated to be paid during the next 12 months by the issuer together with all predecessors, parents, subsidiaries and affiliates, to all those persons in the aggregate;

(d) With respect to any person owning of record, or beneficially if known, 10 percent or more of the outstanding shares of a class of equity security of the issuer, the information specified in paragraph (b) other than occupation;

(e) With respect to a promoter, if the issuer was organized within the last 3 years:

(1) The information specified in paragraph (b);

(2) The amount paid to the person within that period or intended to be paid; and

(3) The consideration for the payment;

(f) With respect to a person on whose behalf a part of the offering is to be made in a nonissuer distribution:

(1) Name and address;

(2) The amount of securities of the issuer held by the person as of the date of the filing of the registration statement;

(3) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected; and

(4) A statement of the reasons for making the offering;

(g) The capitalization and long-term debt, on both a current and a pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill or anything else, for which the issuer or a subsidiary has issued its securities within the last 2 years or is obligated to issue its securities;

(h) The kind and amount of securities to be offered, the proposed offering price or the method by which it is to be computed, any variation therefrom at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class, the basis upon which the offering is to be made if otherwise than for cash, the estimated aggregate underwriting and selling discounts or commissions and finder’s fees, including separately cash, securities, contracts or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts, the estimated amounts of other selling expenses, including legal, engineering and accounting charges, the name and address of every underwriter and every recipient of a finder’s fee, a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of the agreement whose terms have not yet been determined, and a description of the plan of distribution of securities that are to be offered otherwise than through an underwriter;

(i) The estimated cash proceeds to be received by the issuer from the offering, the purposes for which the proceeds are to be used by the issuer, the amount to be used for each purpose, the order of priority in which the proceeds will be used for the purposes stated, the amounts of funds to be raised from other sources to achieve the purposes stated, the sources of the funds, and, if part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of the persons who have received commissions in connection with the acquisition and the amounts of commissions and any other expense in connection with the acquisition, including the cost of borrowing money to finance the acquisition;

(j) A description of the stock options or other security options outstanding or to be created in connection with the offering and the amount of the options held or to be held by every person required to be named in paragraph (b), (d), (e), (f) or (h) and by a person who holds or will hold 10 percent or more in the aggregate of the options;

(k) The dates of, parties to and general effect, concisely stated, of every management or other material contract made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the last 2 years, and a copy of the contract;

(l) A description of any pending litigation or proceedings to which the issuer is a party and that materially affect its business or assets, including any litigation or proceeding known to be contemplated by a governmental authority;

(m) A copy of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature intended as of the effective date to be used in connection with the offering;

(n) A copy, specimen or description of the security being registered, a copy of the issuer’s articles of incorporation and bylaws or their substantial equivalents, as currently in effect, and a copy of any indenture or other instrument covering the security to be registered;

(o) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered, with an English translation if it is in a foreign language, which states whether the security when sold will be legally issued, fully paid and nonassessable and, if a debt security, a binding obligation of the issuer;

(p) The written consent of an accountant, engineer, appraiser or other person whose profession gives authority to a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than a public and official record or statement, which is used in connection with the registration statement;

(q) A statement of financial condition of the issuer as of a date within 4 months before the filing of the registration statement, a statement of results of operations and analysis of surplus for each of the 3 fiscal years preceding the date of the statement of financial condition and for any period between the close of the last fiscal year and the date of the statement of financial condition, or for the period of the issuer’s and any predecessors’ existence if less than 3 years, and, if part of the proceeds of the offering is to be applied to the purchase of a business, the same financial statements which would be required if that business were the registrant; and

(r) Any additional information the Administrator by regulation or order specifies.

3. A statement under this section becomes effective 30 calendar days, or any shorter period as the Administrator by regulation or order specifies, after the date the registration statement or the last amendment other than a price amendment is filed, if:

US Laws, Codes, Statutes & Cases

Chapter 90 — Securities (Uniform Act)

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