2005 California Business and Professions Code Sections 19890-19893 Article 6. Licensing of Limited Partnerships

19890.  In addition to the requirements of Section 19852, in order
to be eligible to receive a gambling license to own a gambling
enterprise, a limited partnership shall comply with all of the
following requirements:
   (a) Be formed under the laws of this state.
   (b) Maintain an office of the limited partnership in the gambling
establishment.
   (c) Comply with all of the requirements of the laws of this state
pertaining to limited partnerships.
   (d) Maintain a ledger in the principal office of the limited
partnership in California that shall meet both of the following
conditions:
   (1) At all times reflects the ownership of all interests in the
limited partnership.
   (2) Be available for inspection by the division at all reasonable
times without notice.
   (e) Register with the division and supply the following
supplemental information to the division:
   (1) The organization, financial structure, and nature of the
business to be operated, including the names, personal history, and
fingerprints of all general partners and key employees, and the name,
address, and interest of each limited partner.
   (2) The rights, privileges, and relative priorities of limited
partners as to the return of contributions to capital, and the right
to receive income.
   (3) The terms on which limited partnership interests are to be
offered.
   (4) The terms and conditions on all outstanding loans, mortgages,
trust deeds, pledges, or any other indebtedness or security device.
   (5) The extent of the holding in the limited partnership of all
underwriters, and their remuneration as compensation for services, in
the form of salary, wages, fees, or otherwise.
   (6) The remuneration to persons other than general partners in
excess of fifty thousand dollars ($50,000) per annum.
   (7) Bonus and profit-sharing arrangements.
   (8) Management and service contracts.
   (9) Options existing or to be created.
   (10) Financial statements for at least three fiscal years
preceding the year of registration, or, if the limited partnership
has not been in existence for a period of three years, financial
statements from the date of its formation.  All financial statements
shall be prepared in accordance with generally accepted accounting
principles and audited by a licensee of the California Board of
Accountancy in accordance with generally accepted auditing standards.
   (11) Any further financial data that the division reasonably deems
necessary or appropriate for the protection of the state.
   (12) An annual profit and loss statement and an annual balance
sheet, and a copy of its annual federal income tax return, within 30
calendar days after the return is filed with the Internal Revenue
Service.
19891.  No limited partnership is eligible to receive a license to
own a gambling enterprise unless the conduct of gambling is among the
purposes stated in the certificate of limited partnership.
19892.  (a) The purported sale, assignment, transfer, pledge, or
other disposition of any interest in a limited partnership that holds
a gambling license, or the grant of an option to purchase the
interest, is void unless approved in advance by the commission.
   (b) If at any time the commission denies a license to an
individual owner of any interest described in subdivision (a), the
commission shall immediately notify the partnership of that fact.
The limited partnership, within 30 calendar days from the date it
receives the notice from the commission, shall return to the denied
owner of the interest, in cash, the amount of his or her capital
account as reflected on the books of the partnership.
   (c) Beginning upon the date when the commission serves a notice of
denial upon the limited partnership, it is unlawful for the denied
owner of the interest to do any of the following:
   (1) Receive any share of the revenue or interest upon the limited
partnership interest.
   (2) Exercise, directly or through any trustee or nominee, any
voting right conferred by that interest.
   (3) Receive any remuneration in any form from the limited
partnership, for services rendered or for any other purpose.
   (d) Every certificate of limited partnership of any limited
partnership holding a gambling license shall contain a statement of
the restrictions imposed by this section.
19893.  To the extent required by this chapter, general partners,
limited partners, lenders, holders of evidence of indebtedness,
underwriters, agents, or employees of a limited partnership that
holds or applies for a license to own a gambling enterprise shall be
licensed individually.  The limited partnership shall require these
persons to apply for and obtain a gambling license.  A person who is
required to be licensed by this section as a general or limited
partner shall not hold that position until he or she secures the
required approval of the commission.  A person who is required to be
licensed pursuant to a decision of the commission shall apply for a
license within 30 days after the commission requests him or her to do
so.