USA Statutes : nevada
Title : Title 07 - BUSINESS ASSOCIATIONS; SECURITIES; COMMODITIES
Chapter : CHAPTER 90 - SECURITIES (UNIFORM ACT)
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 )
“Administrator” means the
Administrator of the Division.
(Added to NRS by 1987, 2149; A 1989, 160)
“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)
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)
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)
“Division” means the Securities
Division of the Office of the Secretary of State.
(Added to NRS by 1987, 2150; A 1989, 160)
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
)
“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)
“Fraud,”
“deceit” and “defraud” are not limited to common-law fraud or deceit.
(Added to NRS by 1987, 2150; A 1989, 160)
“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)
“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)
“Nonissuer
transaction” means a transaction not directly or indirectly for the
benefit of the issuer.
(Added to NRS by 1987, 2151; A 1989, 160)
“Person” includes a government,
governmental agency or political subdivision of a government.
(Added to NRS by 1987, 2151; A 1989, 160)
“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)
“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)
“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 )
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;
(c) Determines the advice concerning securities that is offered to
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
(c) A person employed by or associated with an investment adviser
who provides clerical or administrative services.
(Added to NRS by 1995, 1441)
“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)
“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)
“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)
“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)
“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)
“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)
“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
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)
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)
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)
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);
(c) A sales representative licensed pursuant to NRS 90.310 who:
(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)
[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.]
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 )
[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.]
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.
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 , 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)
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.
(c) Investment adviser, $300.
(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 )
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)
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
(c) The officer or director files with the Administrator an
affidavit which states that he:
(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)
[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.]
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)
[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.]
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 )
[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.]
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.
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
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)
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
)
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)
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)
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
(c) The actual cost to the Division of performing the inspection,
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 )
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 )
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)
[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.]
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)
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
(c) Additional information is requested by the Administrator
regarding the application.
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
)
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
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
(c) The requirements for bonding and minimum capitalization of a
securities exchange.
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)
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)
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)
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 )
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
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)
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 )
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;
(c) 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; 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 )
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.
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) 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
)
1. A security may be registered by qualification.
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) 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:
(a) No order is in effect and no proceeding is pending under NRS
90.510 ;
(b) The Administrator has not, under subsection 4, ordered that
effectiveness be delayed; and
(c) The registrant has not requested that effectiveness be delayed.
4. The Administrator may delay effectiveness for a single period
of not more than 90 days if the Administrator determines the registration
statement is not complete in all material respects and promptly notifies
the registrant of that determination. The Administrator may delay
effectiveness for a single period of not more than 30 days if the
Administrator determines that the delay is necessary, whether or not the
Administrator previously delayed effectiveness under this subsection.
(Added to NRS by 1987, 2164; A 1989, 160; 2003, 3166 )
1. A registration statement may be filed by the issuer, any other
person on whose behalf the offering is to be made, or a broker-dealer
licensed under this chapter.
2. Except as otherwise provided in subsection 3, a person filing a
registration statement shall pay a filing fee of 0.2 percent of the
maximum aggregate offering price at which the registered securities are
to be offered in this State, but not less than $700 or more than $5,000.
If a registration statement is withdrawn before the effective date or a
pre-effective order is entered under NRS 90.510 , the Administrator shall retain the fee.
3. An open-end management company, a face-amount certificate
company or a unit investment trust, as defined in the Investment Company
Act of 1940, may register an indefinite amount of securities under a
registration statement. The registrant shall pay:
(a) A fee of $1,000 at the time of filing; and
(b) Within 60 days after the registrant’s fiscal year during which
its statement is effective, a fee of $4,000, or file a report on a form
the Administrator adopts, specifying its sale of securities to persons in
this State during the fiscal year and pay a fee of 0.2 percent of the
aggregate sales price of the securities sold to persons in this State,
but the latter fee must not be less than $700 or more than $5,000.
4. Except as otherwise permitted by subsection 3, a statement must
specify:
(a) The amount of securities to be offered in this State and the
states in which a statement or similar record in connection with the
offering has been or is to be filed; and
(b) Any adverse order, judgment or decree entered by a securities
agency or administrator in any state or by a court or the Securities and
Exchange Commission in connection with the offering.
5. A record filed under this chapter as now or previously in
effect, within 5 years before the filing of a registration statement, may
be incorporated by reference in the registration statement if the record
is currently accurate.
6. The Administrator by regulation or order may permit the
omission of an item of information or record from a statement.
7. In the case of a nonissuer offering, the Administrator may not
require information under subsection 13 or NRS 90.510 unless it is known to the person filing the
registration statement or to the person on whose behalf the offering is
to be made, or can be furnished by one of them without unreasonable
effort or expense.
8. In the case of a registration under NRS 90.480 or 90.490 by
an issuer who has no public market for its shares and no significant
earnings from continuing operations during the last 5 years or any
shorter period of its existence, the Administrator by regulation or order
may require as a condition of registration that the following securities
be deposited in escrow for not more than 3 years:
(a) A security issued to a promoter within the 3 years immediately
before the offering or to be issued to a promoter for a consideration
substantially less than the offering price; and
(b) A security issued to a promoter for a consideration other than
cash, unless the registrant demonstrates that the value of the noncash
consideration received in exchange for the security is substantially
equal to the offering price for the security.
Ê The Administrator by regulation may determine the conditions of an
escrow required under this subsection, but the Administrator may not
reject a depository solely because of location in another state.
9. The Administrator by regulation may require as a condition of
registration under NRS 90.480 or 90.490
that the proceeds from the sale of the
registered security in this State must be impounded until the issuer
receives a specified amount from the sale of the security. The
Administrator by regulation or order may determine the conditions of an
impounding arrangement required under this subsection, but the
Administrator may not reject a depository solely because of its location
in another state.
10. If a security is registered pursuant to NRS 90.470 or 90.480 ,
the prospectus filed under the Securities Act of 1933 must be delivered
to each purchaser in accordance with the requirements of that act for the
delivery of a prospectus.
11. If a security is registered pursuant to NRS 90.490 , an offering record containing information the
Administrator by regulation or order designates must be delivered to each
purchaser with or before the earliest of:
(a) The first written offer made to the purchaser by or for the
account of the issuer or another person on whose behalf the offering is
being made or by an underwriter or broker-dealer who is offering part of
an unsold allotment or subscription taken by it as a participant in the
distribution;
(b) Confirmation of a sale made by or for the account of a person
named in paragraph (a);
(c) Payment pursuant to a sale; or
(d) Delivery pursuant to a sale.
12. Except for a registration statement under which an indefinite
amount of securities are registered as provided in subsection 3, a
statement remains effective for 1 year after its effective date unless
the Administrator by regulation extends the period of effectiveness. A
registration statement under which an indefinite amount of securities are
registered remains effective until 60 days after the beginning of the
registrant’s next fiscal year following the date the statement was filed.
All outstanding securities of the same class as a registered security are
considered to be registered for the purpose of a nonissuer transaction
while the registration statement is effective, unless the Administrator
by regulation or order provides otherwise. A registration statement may
not be withdrawn after its effective date if any of the securities
registered have been sold in this State, unless the Administrator by
regulation or order provides otherwise. No registration statement is
effective while an order is in effect under subsection 1 of NRS 90.510
.
13. During the period that an offering is being made pursuant to
an effective registration statement, the Administrator by regulation or
order may require the person who filed the registration statement to file
reports, not more often than quarterly, to keep reasonably current the
information contained in the registration statement and to disclose the
progress of the offering.
14. A registration statement filed under NRS 90.470 or 90.480
may be amended after its effective date to increase the securities
specified to be offered and sold. The amendment becomes effective upon
filing of the amendment and payment of an additional filing fee of 3
times the fee otherwise payable, calculated in the manner specified in
subsection 2, with respect to the additional securities to be offered and
sold. The effectiveness of the amendment relates back to the date or
dates of sale of the additional securities being registered.
15. A registration statement filed under NRS 90.490 may be amended after its effective date to
increase the securities specified to be offered and sold, if the public
offering price and underwriters’ discounts and commissions are not
changed from the respective amounts which the Administrator was informed.
The amendment becomes effective when the Administrator so orders and
relates back to the date of sale of the additional securities being
registered. A person filing an amendment shall pay an additional filing
fee of 3 times the fee otherwise payable, calculated in the manner
specified in subsection 2, with respect to the additional securities to
be offered and sold.
(Added to NRS by 1987, 2167; A 1989, 160; 1991, 598; 2003, 3169
; 2003, 20th Special Session, 116 )
1. The Administrator may issue an order denying effectiveness to,
or suspending or revoking the effectiveness of, a registration statement
if the Administrator finds that the order is in the public interest and
that:
(a) The registration statement as of its effective date or as of
the proposed effective date in the case of an order denying
effectiveness, an amendment under subsection 14 or 15 of NRS 90.500
, as of its effective date, or a report
under subsection 13 of NRS 90.500 , is
incomplete in any material respect or contains a statement that, in the
light of the circumstances under which it was made, was false or
misleading with respect to a material fact;
(b) This chapter, or a regulation, order or condition lawfully
imposed under this chapter, has been willfully violated in connection
with the offering by:
(1) The person filing the registration statement;
(2) The issuer, a partner, officer or director of the
issuer, a person occupying similar status or performing similar
functions, or a person directly or indirectly controlling or controlled
by the issuer, but only if the person filing the registration statement
is directly or indirectly controlled by or acting for the issuer; or
(3) An underwriter;
(c) The security registered or sought to be registered is the
subject of a permanent or temporary injunction of a court of competent
jurisdiction or an administrative order similar to an order under this
section entered under any other federal or state law applicable to the
offering, except that the Administrator may not:
(1) Institute a proceeding against an effective registration
statement under this paragraph more than 1 year after the date of the
order or injunction relied on; or
(2) Enter an order under this paragraph on the basis of an
order or injunction entered under the securities act of another state
unless the order or injunction was based on facts that currently would
constitute a ground for an order under this section;
(d) The issuer’s enterprise or method of business includes or would
include activities that are illegal where performed;
(e) The offering has worked or tended to work a fraud upon
purchasers or would so operate;
(f) The offering has been or would be made with unreasonable
amounts of underwriters’ and sellers’ discounts, commissions or other
compensation, or promoters’ profits or participation, or unreasonable
amounts or kinds of options;
(g) A security sought to be registered pursuant to NRS 90.470
is not eligible for such registration;
(h) With respect to a security sought to be registered pursuant to
NRS 90.480 , there has been a failure to
comply with the undertaking required by paragraph (d) of subsection 2 of
that section; or
(i) The applicant or registrant has failed to pay the proper filing
fee, but the Administrator may enter only an order denying effectiveness
under this paragraph and shall vacate the order if the deficiency is
corrected.
2. The Administrator may not institute a proceeding:
(a) Against an effective registration statement on the basis of a
fact or transaction known to the Administrator when the registration
statement became effective unless the proceeding is instituted within 30
days after the registration statement became effective; or
(b) With respect to a registration filed under NRS 90.470 on the basis of paragraph (e) or (f) of
subsection 1.
3. The Administrator may vacate or modify an order entered under
this section if he finds that the conditions which prompted entry have
changed or that it is otherwise in the public interest.
(Added to NRS by 1987, 2170; A 1989, 160)
EXEMPTIONS FROM REGISTRATION
1. As used in this section:
(a) “Guaranteed” means guaranteed as to payment of all or
substantially all of principal and interest or dividends.
(b) “Insured” means insured as to payment of all or substantially
all of principal and interest or dividends.
2. Except as otherwise provided in subsections 4 and 5, the
following securities are exempt from NRS 90.460 and 90.560 :
(a) A security, including a revenue obligation, issued, insured or
guaranteed by the United States, an agency or corporate or other
instrumentality of the United States, an international agency or
corporate or other instrumentality of which the United States and one or
more foreign governments are members, a state, a political subdivision of
a state, or an agency or corporate or other instrumentality of one or
more states or their political subdivisions, or a certificate of deposit
for any of the foregoing, but this exemption does not include a security
payable solely from revenues to be received from an enterprise unless the:
(1) Payments are insured or guaranteed by the United States,
an agency or corporate or other instrumentality of the United States, an
international agency or corporate or other instrumentality of which the
United States and one or more foreign governments are members, a state, a
political subdivision of a state, or an agency or corporate or other
instrumentality of one or more states or their political subdivisions, or
by a person whose securities are exempt from registration pursuant to
paragraphs (b) to (e), inclusive, or (g), or the revenues from which the
payments are to be made are a direct obligation of such a person;
(2) Security is issued by this State or an agency,
instrumentality or political subdivision of this State; or
(3) Payments are insured or guaranteed by a person who,
within the 12 months next preceding the date on which the securities are
issued, has received a rating within one of the top four rating
categories of either Moody’s Investors Service, Inc., or Standard and
Poor’s Ratings Services.
(b) A security issued, insured or guaranteed by Canada, a Canadian
province or territory, a political subdivision of Canada or of a Canadian
province or territory, an agency or corporate or other instrumentality of
one or more of the foregoing, or any other foreign government or
governmental combination or entity with which the United States maintains
diplomatic relations, if the security is recognized as a valid obligation
by the issuer, insurer or guarantor.
(c) A security issued by and representing an interest in or a
direct obligation of a depository institution if the deposit or share
accounts of the depository institution are insured by the Federal Deposit
Insurance Corporation, the National Credit Union Share Insurance Fund or
a successor to an applicable agency authorized by federal law.
(d) A security issued by and representing an interest in or a
direct obligation of, or insured or guaranteed by, an insurance company
organized under the laws of any state and authorized to do business in
this State.
(e) A security issued or guaranteed by a railroad, other common
carrier, public utility or holding company that is:
(1) Subject to the jurisdiction of the Surface
Transportation Board;
(2) A registered holding company under the Public Utility
Holding Company Act of 1935 or a subsidiary of a registered holding
company within the meaning of that act;
(3) Regulated in respect to its rates and charges by a
governmental authority of the United States or a state; or
(4) Regulated in respect to the issuance or guarantee of the
security by a governmental authority of the United States, a state,
Canada, or a Canadian province or territory.
(f) Equipment trust certificates in respect to equipment leased or
conditionally sold to a person, if securities issued by the person would
be exempt pursuant to this section.
(g) A security listed or approved for listing upon notice of
issuance on the New York Stock Exchange, the American Stock Exchange, the
Chicago Stock Exchange, the Pacific Stock Exchange or other exchange
designated by the Administrator, any other security of the same issuer
which is of senior or substantially equal rank, a security called for by
subscription right or warrant so listed or approved, or a warrant or
right to purchase or subscribe to any of the foregoing.
(h) A security designated or approved for designation upon issuance
or notice of issuance for inclusion in the national market system by the
National Association of Securities Dealers, Inc., any other security of
the same issuer which is of senior or substantially equal rank, a
security called for by subscription right or warrant so designated, or a
warrant or a right to purchase or subscribe to any of the foregoing.
(i) An option issued by a clearing agency registered under the
Securities Exchange Act of 1934, other than an off-exchange futures
contract or substantially similar arrangement, if the security, currency,
commodity or other interest underlying the option is:
(1) Registered under NRS 90.470 , 90.480 or
90.490 ;
(2) Exempt pursuant to this section; or
(3) Not otherwise required to be registered under this
chapter.
(j) A security issued by a person organized and operated not for
private profit but exclusively for a religious, educational, benevolent,
charitable, fraternal, social, athletic or reformatory purpose, or as a
chamber of commerce, or trade or professional association if at least 10
days before the sale of the security the issuer has filed with the
Administrator a notice setting forth the material terms of the proposed
sale and copies of any sales and advertising literature to be used and
the Administrator by order does not disallow the exemption within the
next 5 full business days.
(k) A promissory note, draft, bill of exchange or banker’s
acceptance that evidences an obligation to pay cash within 9 months after
the date of issuance, exclusive of days of grace, is issued in
denominations of at least $50,000 and receives a rating in one of the
three highest rating categories from a nationally recognized statistical
rating organization, or a renewal of such an obligation that is likewise
limited, or a guarantee of such an obligation or of a renewal.
(l) A security issued in connection with an employees’ stock
purchase, savings, option, profit-sharing, pension or similar employees’
benefit plan.
(m) A membership or equity interest in, or a retention certificate
or like security given in lieu of a cash patronage dividend issued by, a
cooperative organized and operated as a nonprofit membership cooperative
under the cooperative laws of any state if not traded to the general
public.
(n) A security issued by an issuer registered as an open-end
management investment company or unit investment trust under section 8 of
the Investment Company Act of 1940 if:
(1) The issuer is advised by an investment adviser that is a
depository institution exempt from registration under the Investment
Adviser Act of 1940 or that is currently registered as an investment
adviser, and has been registered, or is affiliated with an adviser that
has been registered, as an investment adviser under the Investment
Advisers Act of 1940 for at least 3 years next preceding an offer or sale
of a security claimed to be exempt pursuant to this paragraph, and the
issuer has acted, or is affiliated with an investment adviser that has
acted, as investment adviser to one or more registered investment
companies or unit investment trusts for at least 3 years next preceding
an offer or sale of a security claimed to be exempt under this paragraph;
or
(2) The issuer has a sponsor that has at all times
throughout the 3 years before an offer or sale of a security claimed to
be exempt pursuant to this paragraph sponsored one or more registered
investment companies or unit investment trusts the aggregate total assets
of which have exceeded $100,000,000.
3. For the purpose of paragraph (n) of subsection 2, an investment
adviser is affiliated with another investment adviser if it controls, is
controlled by, or is under common control with the other investment
adviser.
4. The exemption provided by paragraph (n) of subsection 2 is
available only if the person claiming the exemption files with the
Administrator a notice of intention to sell which sets forth the name and
address of the issuer and the securities to be offered in this State and
pays a fee:
(a) Of $500 for the initial claim of exemption and the same amount
at the beginning of each fiscal year thereafter in which securities are
to be offered in this State, in the case of an open-end management
company; or
(b) Of $300 for the initial claim of exemption in the case of a
unit investment trust.
5. An exemption provided by paragraph (c), (e), (f), (i) or (k) of
subsection 2 is available only if, within the 12 months immediately
preceding the use of the exemption, a notice of claim of exemption has
been filed with the Administrator and a nonrefundable fee of $300 has
been paid.
(Added to NRS by 1987, 2171; A 1989, 152; 1991, 189, 600; 1993,
2767; 1997, 500, 1593; 2003, 20th Special Session, 118 )
The following transactions are
exempt from NRS 90.460 and 90.560
:
1. An isolated nonissuer transaction, whether or not effected
through a broker-dealer.
2. A nonissuer transaction in an outstanding security if the
issuer of the security has a class of securities subject to registration
under section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l,
and has been subject to the reporting requirements of section 13 or 15(d)
of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d), for
not less than 90 days next preceding the transaction, or has filed and
maintained with the Administrator for not less than 90 days preceding the
transaction information, in such form as the Administrator, by
regulation, specifies, substantially comparable to the information the
issuer would be required to file under section 12(b) or 12(g) of the
Securities Exchange Act of 1934, 15 U.S.C. §§ 78l(b) and 78l(g), were the
issuer to have a class of its securities registered under section 12 of
the Securities Exchange Act of 1934, 15 U.S.C. § 78l, and paid a fee of
$300 with the filing.
3. A nonissuer transaction by a sales representative licensed in
this State, in an outstanding security if:
(a) The security is sold at a price reasonably related to the
current market price of the security at the time of the transaction;
(b) The security does not constitute all or part of an unsold
allotment to, or subscription or participation by, a broker-dealer as an
underwriter of the security;
(c) At the time of the transaction, a recognized securities manual
designated by the Administrator by regulation or order contains the names
of the issuer’s officers and directors, a statement of the financial
condition of the issuer as of a date within the preceding 18 months, and
a statement of income or operations for each of the last 2 years next
preceding the date of the statement of financial condition, or for the
period as of the date of the statement of financial condition if the
period of existence is less than 2 years;
(d) The issuer of the security has not undergone a major
reorganization, merger or acquisition within the preceding 30 days which
is not reflected in the information contained in the manual; and
(e) At the time of the transaction, the issuer of the security has
a class of equity security listed on the New York Stock Exchange,
American Stock Exchange or other exchange designated by the
Administrator, or on the National Market System of the National
Association of Securities Dealers Automated Quotation System. The
requirements of this paragraph do not apply if:
(1) The security has been outstanding for at least 180 days;
(2) The issuer of the security is actually engaged in
business and is not developing his business, in bankruptcy or in
receivership; and
(3) The issuer of the security has been in continuous
operation for at least 5 years.
4. A nonissuer transaction in a security that has a fixed maturity
or a fixed interest or dividend provision if there has been no default
during the current fiscal year or within the 3 preceding years, or during
the existence of the issuer, and any predecessors if less than 3 years,
in the payment of principal, interest or dividends on the security.
5. A nonissuer transaction effected by or through a registered
broker-dealer pursuant to an unsolicited order or offer to purchase.
6. A transaction between the issuer or other person on whose
behalf the offering of a security is made and an underwriter, or a
transaction among underwriters.
7. A transaction in a bond or other evidence of indebtedness
secured by a real estate mortgage, deed of trust, personal property
security agreement, or by an agreement for the sale of real estate or
personal property, if the entire mortgage, deed of trust or agreement,
together with all the bonds or other evidences of indebtedness secured
thereby, is offered and sold as a unit.
8. A transaction by an executor, administrator, sheriff, marshal,
receiver, trustee in bankruptcy, guardian or conservator.
9. A transaction executed by a bona fide secured party without the
purpose of evading this chapter.
10. An offer to sell or the sale of a security to a financial or
institutional investor or to a broker-dealer.
11. Except as otherwise provided in this subsection, a transaction
pursuant to an offer to sell securities of an issuer if:
(a) The transaction is part of an issue in which there are not more
than 25 purchasers in this State, other than those designated in
subsection 10, during any 12 consecutive months;
(b) No general solicitation or general advertising is used in
connection with the offer to sell or sale of the securities;
(c) No commission or other similar compensation is paid or given,
directly or indirectly, to a person, other than a broker-dealer licensed
or not required to be licensed under this chapter, for soliciting a
prospective purchaser in this State; and
(d) One of the following conditions is satisfied:
(1) The seller reasonably believes that all the purchasers
in this State, other than those designated in subsection 10, are
purchasing for investment; or
(2) Immediately before and immediately after the
transaction, the issuer reasonably believes that the securities of the
issuer are held by 50 or fewer beneficial owners, other than those
designated in subsection 10, and the transaction is part of an aggregate
offering that does not exceed $500,000 during any 12 consecutive months.
Ê The Administrator by rule or order as to a security or transaction or a
type of security or transaction may withdraw or further condition the
exemption set forth in this subsection or waive one or more of the
conditions of the exemption.
12. An offer to sell or sale of a preorganization certificate or
subscription if:
(a) No commission or other similar compensation is paid or given,
directly or indirectly, for soliciting a prospective subscriber;
(b) No public advertising or general solicitation is used in
connection with the offer to sell or sale;
(c) The number of offers does not exceed 50;
(d) The number of subscribers does not exceed 10; and
(e) No payment is made by a subscriber.
13. An offer to sell or sale of a preorganization certificate or
subscription issued in connection with the organization of a depository
institution if that organization is under the supervision of an official
or agency of a state or of the United States which has and exercises the
authority to regulate and supervise the organization of the depository
institution. For the purpose of this subsection, “under the supervision
of an official or agency” means that the official or agency by law has
authority to require disclosures to prospective investors similar to
those required under NRS 90.490 ,
impound proceeds from the sale of a preorganization certificate or
subscription until organization of the depository institution is
completed, and require refund to investors if the depository institution
does not obtain a grant of authority from the appropriate official or
agency.
14. A transaction pursuant to an offer to sell to existing
security holders of the issuer, including persons who at the time of the
transaction are holders of transferable warrants exercisable within not
more than 90 days after their issuance, convertible securities or
nontransferable warrants, if:
(a) No commission or other similar compensation, other than a
standby commission, is paid or given, directly or indirectly, for
soliciting a security holder in this State; or
(b) The issuer first files a notice specifying the terms of the
offer to sell, together with a nonrefundable fee of $300, and the
Administrator does not by order disallow the exemption within the next 5
full business days.
15. A transaction involving an offer to sell, but not a sale, of a
security not exempt from registration under the Securities Act of 1933,
15 U.S.C. §§ 77a et seq., if:
(a) A registration or offering statement or similar record as
required under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., has
been filed, but is not effective;
(b) A registration statement, if required, has been filed under
this chapter, but is not effective; and
(c) No order denying, suspending or revoking the effectiveness of
registration, of which the offeror is aware, has been entered by the
Administrator or the Securities and Exchange Commission, and no
examination or public proceeding that may culminate in that kind of order
is known by the offeror to be pending.
16. A transaction involving an offer to sell, but not a sale, of a
security exempt from registration under the Securities Act of 1933, 15
U.S.C. §§ 77a et seq., if:
(a) A registration statement has been filed under this chapter, but
is not effective; and
(b) No order denying, suspending or revoking the effectiveness of
registration, of which the offeror is aware, has been entered by the
Administrator and no examination or public proceeding that may culminate
in that kind of order is known by the offeror to be pending.
17. A transaction involving the distribution of the securities of
an issuer to the security holders of another person in connection with a
merger, consolidation, exchange of securities, sale of assets or other
reorganization to which the issuer, or its parent or subsidiary, and the
other person, or its parent or subsidiary, are parties, if:
(a) The securities to be distributed are registered under the
Securities Act of 1933, 15 U.S.C. §§ 77a et seq., before the consummation
of the transaction; or
(b) The securities to be distributed are not required to be
registered under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq.,
written notice of the transaction and a copy of the materials, if any, by
which approval of the transaction will be solicited, together with a
nonrefundable fee of $300, are given to the Administrator at least 10
days before the consummation of the transaction and the Administrator
does not, by order, disallow the exemption within the next 10 days.
18. A transaction involving the offer to sell or sale of one or
more promissory notes each of which is directly secured by a first lien
on a single parcel of real estate, or a transaction involving the offer
to sell or sale of participation interests in the notes if the notes and
participation interests are originated by a depository institution and
are offered and sold subject to the following conditions:
(a) The minimum aggregate sales price paid by each purchaser may
not be less than $250,000;
(b) Each purchaser must pay cash either at the time of the sale or
within 60 days after the sale; and
(c) Each purchaser may buy for his own account only.
19. A transaction involving the offer to sell or sale of one or
more promissory notes directly secured by a first lien on a single parcel
of real estate or participating interests in the notes, if the notes and
interests are originated by a mortgagee approved by the Secretary of
Housing and Urban Development under sections 203 and 211 of the National
Housing Act, 12 U.S.C. §§ 1709 and 1715b, and are offered or sold,
subject to the conditions specified in subsection 18, to a depository
institution or insurance company, the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association or the Government
National Mortgage Association.
20. A transaction between any of the persons described in
subsection 19 involving a nonassignable contract to buy or sell the
securities described in subsection 18 if the contract is to be completed
within 2 years and if:
(a) The seller of the securities pursuant to the contract is one of
the parties described in subsection 18 or 19 who may originate securities;
(b) The purchaser of securities pursuant to a contract is any other
person described in subsection 19; and
(c) The conditions described in subsection 18 are fulfilled.
21. A transaction involving one or more promissory notes secured
by a lien on real estate, or participating interests in those notes, by:
(a) A mortgage banker licensed pursuant to chapter 645E of NRS to engage in those transactions; or
(b) A mortgage broker licensed pursuant to chapter 645B of NRS to engage in those transactions.
(Added to NRS by 1987, 2174; A 1989, 155; 1991, 603; 1999, 3803
; 2003, 3171 , 3571 ; 2003, 20th Special Session, 121 )
1. The Administrator by regulation or order may:
(a) Exempt any other security or transaction or class of securities
or transactions from NRS 90.460 and
90.560 .
(b) Adopt a transactional exemption for limited offerings that will
further the objectives of compatibility with the exemptions from
securities registration authorized by the Securities Act of 1933 and
uniformity among the states.
(c) Require the filing of a notice for an exemption adopted
pursuant to this section.
2. Except as otherwise provided in NRS 90.565 and 90.567 ,
the Administrator shall require the payment of a fee of not less than
$300 and not more than $500 for an exemption adopted pursuant to this
section.
(Added to NRS by 1987, 2177; A 1989, 160; 1993, 1227; 1997, 495;
2003, 20th Special Session, 25 , 124 )
1. The Administrator by order may deny or revoke an exemption
specified in NRS 90.520 or 90.530
, with respect to a specific security or
transaction. An order under this subsection is not retroactive.
2. A person does not violate NRS 90.460 or 90.560 by
reason of an offer to sell or sale effected after the entry of an order
under this section if he did not know, and in the exercise of reasonable
care could not have known, of the order.
(Added to NRS by 1987, 2177; A 1989, 160)
The
Administrator by regulation or order may require the filing of any
prospectus, pamphlet, circular, form letter, advertisement or other sales
literature or advertising communication addressed or intended for
distribution to prospective investors, including clients or prospective
clients of an investment adviser unless the security or transaction is
exempt under NRS 90.520 or 90.530
or the investment adviser is exempt
under NRS 90.340 .
(Added to NRS by 1987, 2177; A 1989, 160)
An offering of securities is exempt from the provisions of NRS 90.460
and 90.560 if:
1. The securities are set forth in subparagraph (2) of paragraph
(b) of section 18 of the Securities Act of 1933, 15 U.S.C. § 77r(b)(2);
and
2. Before the initial offering in this State of the securities:
(a) A copy of the issuer’s federal registration statement is filed
with the Securities and Exchange Commission; or
(b) A notice on Form NF or Form N-9, as prescribed by the
Administrator, is filed with the Administrator with a fee of $500.
(Added to NRS by 2003, 20th Special Session, 24 , 25 , 26 )
1. If, pursuant to NRS 90.540 ,
the Administrator by regulation or order exempts from the provisions of
NRS 90.460 and 90.560 an offer to sell or the sale of a security by
an issuer to persons who are or the issuer believes are accredited
investors, the issuer shall, within 15 days after the first sale in this
State, file with the Administrator a fee of $500.
2. As used in this section, “accredited investor” has the meaning
ascribed to it in 17 C.F.R. § 230.501(a).
(Added to NRS by 2003, 20th Special Session, 24 , 25 , 26 )
FRAUDULENT AND OTHER PROHIBITED PRACTICES
In connection with the offer
to sell, sale, offer to purchase or purchase of a security, a person
shall not, directly or indirectly:
1. Employ any device, scheme or artifice to defraud;
2. Make an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made not
misleading in the light of the circumstances under which they are made; or
3. Engage in an act, practice or course of business which operates
or would operate as a fraud or deceit upon a person.
(Added to NRS by 1987, 2178; A 1989, 160)
1. Without limiting the general applicability of NRS 90.570 , a person shall not:
(a) Quote a fictitious price with respect to a security;
(b) Effect a transaction in a security which involves no change in
the beneficial ownership of the security for the purpose of creating a
false or misleading appearance of active trading in a security or with
respect to the market for the security;
(c) Enter an order for the purchase of a security with the
knowledge that an order of substantially the same size and at
substantially the same time and price for the sale of the security has
been or will be entered by or for the same or affiliated person for the
purpose of creating a false or misleading appearance of active trading in
a security or with respect to the market for the security;
(d) Enter an order for the sale of a security with knowledge that
an order of substantially the same size and at substantially the same
time and price for the purchase of the security has been or will be
entered by or for the same or affiliated person for the purpose of
creating a false or misleading appearance of active trading in a security
or with respect to the market for the security; or
(e) Employ any other deceptive or fraudulent device, scheme or
artifice to manipulate the market in a security.
2. Transactions effected in compliance with, or conduct which does
not violate, the applicable provisions of the Securities Exchange Act of
1934 and the rules and regulations of the Securities and Exchange
Commission thereunder are not violations of subsection 1.
(Added to NRS by 1987, 2178; A 1989, 159)
It is unlawful for an investment
adviser, representative of an investment adviser or other person who
represents an investment adviser in performing an act that requires
licensing as an investment adviser under this chapter, directly or
indirectly, to:
1. Employ a device, scheme or artifice to defraud a client; or
2. Engage in an act, practice or course of business that operates
or would operate as a fraud or deceit upon a client.
(Added to NRS by 1987, 2178; A 1989, 160; 1995, 1450)
It is unlawful for a person to
make or cause to be made, in a record filed with the Administrator or in
a proceeding under this chapter a statement that the person knows or has
reasonable grounds to know is, at the time and in the light of the
circumstances under which it is made, false or misleading in a material
respect.
(Added to NRS by 1987, 2178; A 1989, 160; 2003, 3175 )
In any
investigation, proceeding or prosecution with respect to any violation of
a provision of this chapter, a regulation adopted pursuant to this
chapter, an order denying, suspending or revoking the effectiveness of
registration or an order to cease and desist issued by the Administrator,
a person shall not willfully:
1. Offer or procure to be offered into evidence, as genuine, any
book, paper, document or record if the person knows that the book, paper,
document or record has been forged or fraudulently altered; or
2. Destroy, alter, erase, obliterate or conceal, or cause to be
destroyed, altered, erased, obliterated or concealed, any book, paper,
document or record, with the intent to:
(a) Conceal any violation of any provision of this chapter, a
regulation adopted pursuant to this chapter, an order denying, suspending
or revoking the effectiveness of registration or an order to cease and
desist issued by the Administrator;
(b) Protect or conceal the identity of any person who has violated
any provision of this chapter, a regulation adopted pursuant to this
chapter, an order denying, suspending or revoking the effectiveness of
registration or an order to cease and desist issued by the Administrator;
or
(c) Delay or hinder the investigation or prosecution of any person
for any violation of any provision of this chapter, a regulation adopted
pursuant to this chapter, an order denying, suspending or revoking the
effectiveness of registration or an order to cease and desist issued by
the Administrator.
(Added to NRS by 2003, 20th Special Session, 272 )
1. Neither the fact that an application for licensing or a
statement has been filed under this chapter, nor the fact that a person
is licensed or a security is registered under this chapter constitutes a
finding by the Administrator that any record filed under this chapter is
true, complete and not misleading. Neither of those facts nor the fact
that an exemption or exception is available for a security or a
transaction means that the Administrator has passed upon the merits or
qualifications of, or recommended or given approval to, any person,
security or transaction.
2. It is unlawful to make, or cause to be made, to a purchaser,
customer or client a representation inconsistent with subsection 1.
(Added to NRS by 1987, 2179; A 1989, 160; 2003, 3175 )
ENFORCEMENT AND CIVIL LIABILITY
1. The Attorney General may investigate and prosecute any
violation of a provision of this chapter, a regulation adopted pursuant
to this chapter, an order denying, suspending or revoking the
effectiveness of registration or an order to cease and desist issued by
the Administrator.
2. The district attorney of the appropriate county may prosecute
any such violation:
(a) At the request of the Attorney General; or
(b) If the Attorney General does not prosecute such a violation.
(Added to NRS by 1991, 593)
1. The Administrator may make an investigation, within or outside
of this State, as he finds necessary to determine whether a person has
violated or is about to violate this chapter or any regulation or order
of the Administrator under this chapter or to aid in enforcement of this
chapter.
2. Except as otherwise provided in subsection 4 of NRS 90.730
, the Administrator may publish
information concerning a violation of this chapter or a regulation or
order of the Administrator under this chapter or concerning types of
securities or acts or practices in the offer, sale or purchase of types
of securities which may operate as a fraud or deceit.
3. For the purposes of an investigation or proceeding under this
chapter the Administrator or any officer or employee designated by the
Administrator by regulation, order or written direction may conduct
hearings, administer oaths and affirmations, render findings of fact and
conclusions of law, subpoena witnesses, compel their attendance, take
evidence and require the production, by subpoena or otherwise, of books,
papers, correspondence, memoranda, agreements or other records which the
Administrator determines to be relevant or material to the investigation
or proceeding. A person whom the Administrator does not consider to be
the subject of an investigation is entitled to reimbursement at the rate
of 25 cents per page for copies of records which he is required by
subpoena to produce. The Administrator may require or permit a person to
file a statement, under oath or otherwise as the Administrator
determines, as to the facts and circumstances concerning the matter to be
investigated.
4. If the activities constituting an alleged violation for which
the information is sought would be a violation of this chapter had the
activities occurred in this State, the Administrator may issue and apply
to enforce subpoenas in this State at the request of a securities agency
or administrator of another state.
5. If a person does not testify or produce the records required by
the Administrator or a designated officer or employee pursuant to
subpoena, the Administrator or designated officer or employee may apply
to the court for an order compelling compliance. A request for an order
of compliance may be addressed to:
(a) The district court in and for the county where service may be
obtained on the person refusing to testify or produce, if the person is
subject to service of process in this State; or
(b) A court of another state having jurisdiction over the person
refusing to testify or produce, if the person is not subject to service
of process in this State.
6. Not later than the time the Administrator requests an order for
compliance, the Administrator shall either send notice of the request by
registered or certified mail, return receipt requested, to the respondent
at the last known address or take other steps reasonably calculated to
give the respondent actual notice.
(Added to NRS by 1987, 2179; A 1989, 160; 1991, 607; 1993, 1228;
1995, 1450; 2001, 1158 ; 2003, 3175 )
1. If the Administrator reasonably believes, whether or not based
upon an investigation conducted under NRS 90.620 , that:
(a) The sale of a security is subject to registration under this
chapter and the security is being offered or has been offered or sold by
the issuer or another person in violation of NRS 90.460 ; or
(b) A person is acting as a broker-dealer or investment adviser in
violation of NRS 90.310 or 90.330
,
Ê the Administrator, in addition to any specific power granted under this
chapter and subject to compliance with the requirements of NRS 90.820
, may issue, without a prior hearing, a
summary order against the person engaged in the prohibited activities,
directing him to desist and refrain from further activity until the
security is registered or he is licensed under this chapter. The summary
order to cease and desist must state the section of this chapter or
regulation or order of the Administrator under this chapter which the
Administrator reasonably believes has been or is being violated.
2. If the Administrator reasonably believes, whether or not based
upon an investigation conducted under NRS 90.620 , that a person has violated this chapter or a
regulation or order of the Administrator under this chapter, the
Administrator, in addition to any specific power granted under this
chapter, after giving notice by registered or certified mail and
conducting a hearing in an administrative proceeding, unless the right to
notice and hearing is waived by the person against whom the sanction is
imposed, may:
(a) Issue an order against him to cease and desist;
(b) Censure him if he is a licensed broker-dealer, sales
representative, investment adviser or representative of an investment
adviser;
(c) Bar or suspend him from association with a licensed
broker-dealer or investment adviser in this State;
(d) Issue an order against an applicant, licensed person or other
person who willfully violates this chapter, imposing a civil penalty of
not more than $2,500 for a single violation or $100,000 for multiple
violations in a single proceeding or a series of related proceedings; or
(e) Initiate one or more of the actions specified in NRS 90.640
.
3. If the person to whom the notice is addressed pursuant to
subsection 2 does not request a hearing within 45 days after receipt of
the notice, he waives his right to a hearing and the Administrator shall
issue a permanent order. If a hearing is requested, the Administrator
shall set the matter for hearing not less than 15 days nor more than 60
days after he receives the request for a hearing. The Administrator shall
promptly notify the parties by registered or certified mail of the time
and place set for the hearing.
4. Imposition of the sanctions under this section is limited as
follows:
(a) If the Administrator revokes the license of a broker-dealer,
sales representative, investment adviser or representative of an
investment adviser or bars a person from association with a licensed
broker-dealer or investment adviser under this section or NRS 90.420
, the imposition of that sanction
precludes imposition of a civil penalty under subsection 2; and
(b) The imposition by the Administrator of one or more sanctions
under subsection 2 with respect to a specific violation precludes him
from later imposing any other sanctions under paragraphs (a) to (d),
inclusive, of subsection 2 with respect to the violation.
5. For the purposes of determining any sanction to be imposed
pursuant to paragraphs (a) to (d), inclusive, of subsection 2, the
Administrator shall consider, among other factors, the frequency and
persistence of the conduct constituting a violation of this chapter, or a
regulation or order of the Administrator under this chapter, the number
of persons adversely affected by the conduct and the resources of the
person committing the violation.
6. If a sanction is imposed pursuant to this section, the costs of
the proceeding, including investigative costs and attorney’s fees, may be
recovered by the Administrator.
(Added to NRS by 1987, 2180; A 1989, 160; 1993, 894; 1995, 1451)
1. Upon a showing by the Administrator that a person has violated
or is about to violate this chapter, or a regulation or order of the
Administrator under this chapter, the appropriate district court may
grant or impose one or more of the following appropriate legal or
equitable remedies:
(a) Upon a showing that a person has violated this chapter, or a
regulation or order of the Administrator under this chapter, the court
may singly or in combination:
(1) Issue a temporary restraining order, permanent or
temporary prohibitory or mandatory injunction or a writ of prohibition or
mandamus;
(2) Impose a civil penalty of not more than $2,500 for a
single violation or $100,000 for multiple violations in a single
proceeding or a series of related proceedings;
(3) Issue a declaratory judgment;
(4) Order restitution to investors;
(5) Provide for the appointment of a receiver or conservator
for the defendant or the defendant’s assets;
(6) Order payment of the Division’s investigative costs; or
(7) Order such other relief as the court deems just.
(b) Upon a showing that a person is about to violate this chapter,
or a regulation or order of the Administrator under this chapter, a court
may issue:
(1) A temporary restraining order;
(2) A temporary or permanent injunction; or
(3) A writ of prohibition or mandamus.
2. In determining the appropriate relief to grant, the court shall
consider enforcement actions taken and sanctions imposed by the
Administrator under NRS 90.630 in
connection with the transactions constituting violations of this chapter
or a regulation or order of the Administrator under this chapter. If a
remedial action is imposed pursuant to this section, the costs of the
proceeding, including investigative costs and attorney’s fees, may be
recovered by the Administrator.
3. The court shall not require the Administrator to post a bond in
an action under this section.
4. Upon a showing by the administrator or securities agency of
another state that a person has violated the securities act of that state
or a regulation or order of the administrator or securities agency of
that state, the appropriate district court may grant, in addition to any
other legal or equitable remedies, one or more of the following remedies:
(a) Appointment of a receiver, conservator or ancillary receiver or
conservator for the defendant or the defendant’s assets located in this
State; or
(b) Other relief as the court deems just.
(Added to NRS by 1987, 2181; A 1989, 160; 1991, 608; 1993, 895,
1228)
1. A person who willfully violates:
(a) A provision of this chapter, except NRS 90.600 , or who violates NRS 90.600 knowing that the statement made is false or
misleading in any material respect;
(b) A regulation adopted pursuant to this chapter; or
(c) An order denying, suspending or revoking the effectiveness of
registration or an order to cease and desist issued by the Administrator
pursuant to this chapter,
Ê is guilty of a category B felony and shall be punished by imprisonment
in the state prison for a minimum term of not less than 1 year and a
maximum term of not more than 20 years, or by a fine of not more than
$500,000, or by both fine and imprisonment, for each violation. In
addition to any other penalty, the court shall order the person to pay
restitution.
2. A person convicted of violating a regulation or order under
this chapter may be fined, but must not be imprisoned, if the person
proves lack of knowledge of the regulation or order.
3. This chapter does not limit the power of the State to punish a
person for conduct which constitutes a crime under other law.
(Added to NRS by 1987, 2181; A 1989, 159; 1993, 938; 1995, 1242;
1997, 495; 2003, 20th Special Session, 273 )
1. A person who offers or sells a security in violation of any of
the following provisions:
(a) Subsection 1 of NRS 90.310 ;
(b) NRS 90.460 ;
(c) Subsection 10 of NRS 90.500 ;
(d) Subsection 2 of NRS 90.570 ;
(e) Subsection 2 of NRS 90.610 ; or
(f) A condition imposed in subsection 8 or 9 of NRS 90.500 ,
Ê is liable to the person purchasing the security. Upon tender of the
security, the purchaser may recover the consideration paid for the
security and interest at the legal rate of this State from the date of
payment, costs and reasonable attorney’s fees, less the amount of income
received on the security. A purchaser who no longer owns the security may
recover damages. Damages are the amount that would be recoverable upon a
tender less the value of the security when the purchaser disposed of it,
plus interest at the legal rate of this State from the date of
disposition of the security, costs and reasonable attorney’s fees
determined by the court. Tender requires only notice of willingness to
exchange the security for the amount specified.
2. A person who offers or sells a security in violation of
subsection 2 of NRS 90.570 is not
liable under subsection 1 of this section if:
(a) The purchaser knew that a statement of a material fact was
untrue or that there was an omission of a statement of a material fact; or
(b) The seller did not know and in the exercise of reasonable care
could not have known of the untrue statement or misleading omission.
3. A person who willfully participates in any act or transaction
in violation of NRS 90.580 is liable to
a person who purchases or sells a security, other than a security traded
on a national securities exchange or quoted on a national automated
quotation system administered by a self-regulatory organization, at a
price that was affected by the act or transaction for the damages
sustained as a result of the act or transaction. Damages are the
difference between the price at which the securities were purchased or
sold and the market value the securities would have had at the time of
the person’s purchases or sale in the absence of the act or transaction,
plus interest at the legal rate of this State from the date of the act or
transaction and reasonable attorney’s fees.
4. A person who directly or indirectly controls another person who
is liable under subsection 1 or 3, a partner, officer or director of the
person liable, a person occupying a similar status or performing similar
functions, any agent of the person liable, an employee of the person
liable if the employee materially aids in the act, omission or
transaction constituting the violation, and a broker-dealer or sales
representative who materially aids in the act, omission or transaction
constituting the violation, are also liable jointly and severally with
and to the same extent as the other person, but it is a defense that the
person did not know, and in the exercise of reasonable care could not
have known, of the existence of the facts by which the liability is
alleged to exist. With respect to a person who directly or indirectly,
controls another person who is liable under subsection 3, it is also a
defense that the controlling person acted in good faith and did not,
directly or indirectly, induce the act, omission or transaction
constituting the violation. Contribution among the several persons liable
is the same as in cases arising out of breach of contract.
(Added to NRS by 1987, 2182; A 1989, 160)
A person may not sue under NRS
90.660 unless suit is brought within
the earliest of 2 years after the discovery of the violation, 2 years
after discovery should have been made by the exercise of reasonable care,
or 5 years after the act, omission or transaction constituting the
violation.
(Added to NRS by 1987, 2183; A 1989, 160; 1993, 1229; 2003, 20th
Special Session, 273 )
1. Relief may not be obtained under subsection 1 of NRS 90.660
if, before suit is commenced, the
purchaser:
(a) Receives a written offer:
(1) Stating the respect in which liability under NRS 90.660
may have arisen and fairly advising the
purchaser of his rights of rescission;
(2) If the basis for relief under subsection 1 of NRS 90.660
is a violation of subsection 2 of NRS
90.570 , including financial and other
information necessary to correct all material misstatements or omissions
in the information which was required by this chapter to be furnished to
the purchaser as of the time of the sale of the security to the purchaser;
(3) Offering to repurchase the security for cash, payable on
delivery of the security, equal to the consideration paid, plus interest
at the legal rate of this State from the date of payment, less income
received thereon, or, if the purchaser no longer owns the security,
offering to pay the purchaser upon acceptance of the offer an amount in
cash equal to the damages computed under subsection 1 of NRS 90.660
plus attorney’s fees; and
(4) Stating that the offer may be accepted by the purchaser
at any time within a specified period of not less than 30 days after the
date of its receipt by the purchaser or such shorter or longer time as
the Administrator by order prescribes; and
(b) Fails to accept the offer in writing within the period
specified under subparagraph (4) of paragraph (a).
2. The Administrator by regulation may prescribe the form in which
the information specified in subsection 1 must be contained in an offer
made under subsection 1.
3. An offer under subsection 1 must be delivered to the offeree or
sent in a manner which assures actual receipt by the offeree.
4. If, after acceptance, a rescission offer is not performed in
accordance with either its terms or this section, the offeree may obtain
relief under NRS 90.660 without regard
to this section.
(Added to NRS by 1987, 2183; A 1989, 160)
1. In a civil action or administrative proceeding under this
chapter, a person claiming an exemption or an exception from a definition
has the burden of proving the exemption or exception.
2. In a criminal proceeding, the burden of going forward with
evidence of a claim of exemption or exception from a definition is on the
person claiming it.
(Added to NRS by 1987, 2184; A 1989, 160; 1991, 609)
1. Except as provided in NRS 90.680 , a tender required under this chapter may be
made before entry of judgment.
2. The rights and remedies provided by this chapter are in
addition to any other rights or remedies that may exist at law or in
equity but this chapter does not create any claim for relief not
specified in NRS 90.620 to 90.690
, inclusive.
3. A claim for relief under this chapter survives the death of a
person who might have obtained relief as a plaintiff or defendant.
(Added to NRS by 1987, 2184; A 1989, 160)
ADMINISTRATION
1. This chapter must be administered by the Secretary of State and
the Administrator. The Secretary of State may employ personnel necessary
to administer the provisions of this chapter.
2. All money received by the Division pursuant to this chapter
must be deposited in the State General Fund.
(Added to NRS by 1987, 2184; A 1989, 160; 1991, 1752)
1. Except as otherwise provided in this section, the Division
shall interpret strictly the provisions of this chapter and the
regulations adopted pursuant thereto and shall not waive the enforcement
of any such provision.
2. Subject to the provisions of this section and at the sole
discretion of the Administrator, the Division may:
(a) Grant a waiver of the enforcement of any provision of this
chapter or the regulations adopted pursuant thereto if the Administrator
determines that the waiver is appropriate under the circumstances and is
clearly within the authority of the Division to grant.
(b) Issue a no-action letter relating to a proposed transaction.
Such a letter must not be issued in any case in which the issue presented
may be resolved through a careful reading of the relevant provisions of
this chapter or the regulations adopted pursuant thereto or through an
interpretation of those provisions by competent counsel.
3. A request for a waiver or no-action letter must be submitted in
writing to the office of the Administrator, accompanied by a fee of $200.
4. Except under extraordinary circumstances, the Division shall
not respond to any request:
(a) Involving the antifraud provisions of this chapter or the
regulations adopted pursuant thereto; or
(b) Relating to a transaction that has been consummated.
5. Unless otherwise specified in writing by the Division, a waiver
or no-action letter is limited to the specific security, case, matter or
transaction at hand and has no precedential value in any other context.
6. As used in this section, “no-action letter” means a written
communication issued by the Division by which a person is advised that a
transaction carried out under a set of assumed facts will not result in a
recommendation by the staff of the Division that an enforcement action be
taken.
(Added to NRS by 2003, 20th Special Session, 23 , 25 , 26 )
The Administrator
and employees of the Division shall not use information filed with or
obtained by the Division for their personal gain or benefit or the gain
or benefit of another person. The Administrator and employees of the
Division shall not conduct securities dealings based upon public
information filed with the Division before there has been a sufficient
period for the securities markets to assimilate the information.
(Added to NRS by 1987, 2184; A 1989, 160)
1. Except as otherwise provided in subsection 2, information and
records filed with or obtained by the Administrator are public
information and are available for public examination.
2. Except as otherwise provided in subsections 3 and 4, the
following information and records do not constitute public information
under subsection 1 and are confidential:
(a) Information or records obtained by the Administrator in
connection with an investigation concerning possible violations of this
chapter; and
(b) Information or records filed with the Administrator in
connection with a registration statement filed under this chapter or a
report under NRS 90.390 which
constitute trade secrets or commercial or financial information of a
person for which that person is entitled to and has asserted a claim of
privilege or confidentiality authorized by law.
3. The Administrator may submit any information or evidence
obtained in connection with an investigation to the:
(a) Attorney General or appropriate district attorney for the
purpose of prosecuting a criminal action under this chapter; and
(b) Department of Taxation for its use in carrying out the
provisions of chapter 363A of NRS.
4. The Administrator may disclose any information obtained in
connection with an investigation pursuant to NRS 90.620 to the agencies and administrators specified
in subsection 1 of NRS 90.740 but only
if disclosure is provided for the purpose of a civil, administrative or
criminal investigation or proceeding, and the receiving agency or
administrator represents in writing that under applicable law protections
exist to preserve the integrity, confidentiality and security of the
information.
5. This chapter does not create any privilege or diminish any
privilege existing at common law, by statute, regulation or otherwise.
(Added to NRS by 1987, 2184; A 1989, 160; 1991, 609; 2003, 3176
; 2005, 1783 )
1. To encourage uniform interpretation and administration of this
chapter and effective securities regulation and enforcement, the
Administrator and the employees of the Division may cooperate with the
securities agencies or administrator of one or more states, Canadian
provinces or territories, or another country, the Securities and Exchange
Commission, the Commodity Futures Trading Commission, the Securities
Investor Protection Corporation, any self-regulatory organization, any
national or international organization of securities officers or agencies
and any governmental law enforcement or regulatory agency.
2. The cooperation authorized by subsection 1 includes:
(a) Establishing a central depository for licensing or registration
under this chapter and for records required or allowed to be maintained
under this chapter;
(b) Making a joint examination or investigation for licensing or
registration;
(c) Holding a joint administrative hearing;
(d) Filing and prosecuting a joint civil or administrative
proceeding;
(e) Sharing and exchanging personnel;
(f) Sharing and exchanging information and records subject to the
restrictions of NRS 90.730 ; and
(g) Formulating, in accordance with chapter 233B of NRS, regulations or proposed regulations on
matters, statements of policy, guidelines and interpretative opinions and
releases.
(Added to NRS by 1987, 2185; A 1989, 160; 2003, 3177 )
1. The Administrator may adopt regulations further defining such
words and terms as are necessary for an understanding of the provisions
of this chapter and any regulations adopted pursuant thereto.
2. To keep regulations adopted by the Administrator in harmony
with the regulations adopted by the Securities and Exchange Commission
under the federal securities laws and to encourage uniformity with the
regulations of securities agencies and administrators in other states,
the Administrator, so far as is consistent with this chapter, shall take
into consideration the regulations adopted by the Securities and Exchange
Commission and the regulations of securities agencies and administrators
in other states that enact a law comparable to this chapter.
3. Unless other criteria are specifically provided in this chapter
or special provision is made for an emergency, a regulation or order may
not be adopted or entered unless the Administrator determines from
evidence adduced at a public hearing and entered in the record, showing
specifically how the applicable criteria are satisfied, that the action
is:
(a) In the public interest and appropriate for the protection of
investors; and
(b) Consistent with the purposes fairly intended by the provisions
of this chapter.
4. The Administrator may use his own experience, technical
competence, specialized knowledge, and judgment in the adoption of a
regulation.
5. The Administrator by regulation or order may prescribe:
(a) The form and content of financial statements required under
this chapter;
(b) The circumstances under which consolidated financial statements
must be filed; and
(c) Whether a required financial statement must be certified and by
whom.
Ê Unless the Administrator by regulation or order provides otherwise, a
financial statement required under this chapter must be prepared in
accordance with generally accepted accounting principles or other
accounting principles as are prescribed for the issuer of the financial
statement by the Securities and Exchange Commission.
(Added to NRS by 1987, 2185; A 1989, 160; 1991, 610)
No provision of this chapter
imposing liability applies to an act done or omitted in good faith in
conformity with:
1. A regulation or order adopted by the Administrator,
notwithstanding that the regulation or order is later amended, repealed
or determined by judicial or other authority to be invalid; or
2. A declaratory order or ruling issued by the Administrator.
(Added to NRS by 1987, 2186; A 1989, 160)
1. An applicant for licensing or registration under this chapter
or an issuer who proposes to offer a security in this State through an
agent shall file with the Administrator, in the form the Administrator by
regulation prescribes, an irrevocable consent appointing the
Administrator his agent for service of process in a noncriminal
proceeding against him, a successor or personal representative which
arises under this chapter or a regulation or order of the Administrator
under this chapter after the consent is filed, with the same force and
validity as if served personally on the person filing the consent.
2. A person who has filed a consent complying with subsection 1 in
connection with a previous application for registration need not file an
additional consent.
3. If a person, including a nonresident of this State, engages in
conduct prohibited or made actionable by this chapter or a regulation or
order of the Administrator under this chapter and the person has not
filed a consent to service or process under subsection 1, the engaging in
the conduct constitutes the appointment of the Administrator as the
person’s agent for service of process in a noncriminal proceeding against
him, a successor or personal representative which grows out of the
conduct.
4. A consent to service filed on behalf of an issuer organized or
domiciled under the laws of a foreign country whose securities are being
offered in this State otherwise than by or through underwriters must be
accompanied by an opinion of counsel stating that a judgment of United
States courts will be recognized by the courts of the country in which
the issuer was organized or is domiciled.
5. Service under subsection 1 or 3 may be made by leaving a copy
of the process in the office of the Administrator, but it is not
effective unless:
(a) The plaintiff, who may be the Administrator, sends notice of
the service and a copy of the process by registered or certified mail,
return receipt requested, to the defendant or respondent at the address
set forth in the consent to service of process or, if no consent to
service of process has been filed, at the last known address, or takes
other steps which are reasonably calculated to give actual notice; and
(b) The plaintiff files an affidavit of compliance with this
subsection in the proceeding on or before the return day of the process,
if any, or within such further time as the court, or the Administrator in
a proceeding before him, allows.
6. Service as provided in subsection 5 may be used in a proceeding
before the Administrator or by the Administrator in a proceeding in which
he is the moving party.
7. If the process is served under subsection 5 the court, or the
Administrator in a proceeding before him, may order continuances as may
be necessary to afford the defendant or respondent reasonable opportunity
to defend.
(Added to NRS by 1987, 2186; A 1989, 160)
1. The Administrator shall keep a register of:
(a) All applications for licensing and registration under this
chapter;
(b) All licenses and registration statements that become effective
under this chapter;
(c) All disciplinary and enforcement orders issued and reports of
investigation made under this chapter;
(d) All declaratory orders and rulings issued under this chapter;
and
(e) All other orders issued under this chapter.
2. All records required to be maintained by subsection 1 may be
maintained in any form of data storage.
3. Upon request, the Administrator shall certify under the State
Seal a copy as being a true and correct copy of the records maintained by
the office. The Administrator by regulation may establish reasonable
charges for the furnishing or certifying of copies. In all courts and all
proceedings under this chapter a copy so certified is prima facie
evidence of the contents of the records certified.
(Added to NRS by 1987, 2187; A 1989, 160)
The Administrator may
commence an administrative proceeding at any time with respect to a
matter within his jurisdiction. He shall commence an administrative
proceeding upon the application of a person, unless:
1. The Administrator lacks jurisdiction over the subject matter;
2. Resolution of the matter requires the Administrator to exercise
discretion to determine whether or not to issue an order;
3. A statute vests the Administrator with discretion to conduct or
not to conduct an administrative proceeding before issuing an order to
resolve the matter and, in the exercise of discretion, he determines not
to conduct an administrative proceeding;
4. Resolution of the matter does not require the Administrator to
issue an order that determines the person’s legal rights, duties,
privileges, immunities or other legal interests;
5. The matter is not timely submitted to the Administrator; or
6. The matter is not submitted in a form substantially complying
with the regulations of the Administrator.
(Added to NRS by 1987, 2187; A 1989, 160)
1. As an alternative to provisions of chapter 233B of NRS for contested cases, the Administrator may
commence a proceeding under NRS 90.420 ,
90.510 or 90.550 by entering a summary order. This order may be
entered without notice, without opportunity for hearing, and need not be
supported by findings of fact or conclusions of law, but must be in
writing.
2. Upon entry of summary order the Administrator shall promptly
notify in writing all parties against whom action is taken or
contemplated that the summary order has been entered and the reasons
therefor. The Administrator shall send all parties against whom action is
taken a notice of opportunity for hearing on the matters set forth in the
order. The notice must state that the parties have 15 days after receipt
of the notice to mail a written request for a hearing to the
Administrator.
3. The Administrator shall set the matter for hearing no more than
60 nor less than 15 days from the receipt of the request for hearing, and
shall promptly notify the parties of the time and place for hearing. The
time of the hearing may be continued upon the written request of the
licensee for good cause shown.
4. The Administrator may by order make a summary order final:
(a) Fifteen days after a party against whom action is taken or
contemplated receives notice of the right to request a hearing if that
party fails to request a hearing; or
(b) If a party fails to appear at the hearing on the date set for a
hearing.
5. If a hearing is requested, the Administrator may:
(a) Extend the summary order until final determination of the
matter; or
(b) After further notice of the opportunity for prior hearing to
all parties against whom action is taken or contemplated, modify or
vacate the summary order.
6. Notice is complete upon delivery personally to the party or by
mailing by certified mail to the last known address of the party. If the
party is a sales representative, the Administrator shall also notify the
broker-dealer with whom he is associated of the action by certified mail.
(Added to NRS by 1987, 2188; A 1989, 160; 1991, 610)
1. The Administrator may use emergency administrative proceedings
in a situation involving an immediate danger to the public welfare
requiring immediate action.
2. The Administrator may take only such action as is necessary to
prevent or avoid the immediate danger to the public welfare that
justifies use of emergency administrative proceedings.
3. The Administrator shall issue an order, including a brief
statement of findings of fact, conclusions of law, and if it is an
exercise of the agency’s discretion, reasons of policy for the decision
to justify the determination of an immediate danger and his decision to
take the specific action.
4. The Administrator shall give such notice as is practicable to
persons who are required to comply with the order. The order is effective
when issued.
5. After issuing an order under this section, the Administrator
shall proceed as quickly as feasible to complete proceedings that would
be required under chapter 233B of NRS if
the matter did not involve an immediate danger.
6. The record of the Administrator consists of the records
regarding the matter that were considered or prepared by him. He shall
maintain these records as the official record.
7. Unless otherwise required by law, the Administrator’s record
need not constitute the exclusive basis for his action in emergency
administrative proceedings or for judicial review of the action.
8. An order issued under this section is subject to judicial
review in the manner provided in chapter 233B of NRS for the final decision in a contested case.
(Added to NRS by 1987, 2189; A 1989, 160; 2003, 3177 )
MISCELLANEOUS PROVISIONS
1. NRS 90.310 , 90.330 , 90.460 ,
90.570 , 90.580 , 90.610 and
90.660 apply to a person who sells or
offers to sell a security or investment advisory service if:
(a) An offer to sell is made in this State; or
(b) An offer to purchase is made and accepted in this State.
2. NRS 90.310 , 90.330 , 90.570 ,
90.580 and 90.610 apply to a person who purchases or offers to
purchase a security if:
(a) An offer to purchase is made in this State; or
(b) An offer to sell is made and accepted in this State.
3. For the purpose of this section, an offer to sell or to
purchase is made in this State, whether or not either party is present in
this State, if the offer:
(a) Originates in this State; or
(b) Is directed by the offeror to a destination in this State and
received where it is directed, or at a post office in this State if the
offer is mailed.
4. For the purpose of this section, an offer to purchase or to
sell is accepted in this State if acceptance:
(a) Is communicated to the offeror in this State; and
(b) Has not previously been communicated to the offeror, orally or
in writing, outside this State.
Ê Acceptance is communicated to the offeror in this State, whether or not
either party is present in this State, if the offeree directs it to the
offeror in this State reasonably believing the offeror to be in this
State and it is received where it is directed, or at any post office in
this State if the acceptance is mailed.
5. For the purpose of subsections 1 to 4, inclusive, an offer to
sell or to purchase made in a newspaper or other publication of general,
regular and paid circulation is not made in this State if the publication:
(a) Is not published in this State; or
(b) Is published in this State but has had more than two-thirds of
its circulation outside this State during the past 12 months.
6. For the purpose of subsection 5, if a publication is published
in editions, each edition is a separate publication except for material
common to all editions.
7. For the purpose of subsections 1 to 4, inclusive, an offer to
sell or to purchase made in a radio or television program or other
electronic communication received in this State which originates outside
this State is not made in this State.
8. For the purpose of subsection 7, a radio or television program
or other electronic communication is considered as having originated in
this State if either the broadcast studio or originating source of
transmission is located within the State, unless:
(a) The program or communication is syndicated and distributed from
outside this State for redistribution to the general public in this State;
(b) The program is supplied by a radio, television or other
electronic network with the electronic signal originating from outside
this State for redistribution to the general public in this State;
(c) The program or communication is an electronic signal that
originates outside this State and is captured for redistribution to the
general public in this State by a community antenna or cable, radio,
cable television, or other electronic system; or
(d) The program or communication consists of an electronic signal
which originates within this State, but which is not intended for
redistribution to the general public in this State.
(Added to NRS by 1987, 2189; A 1989, 160; 1995, 1452; 2001, 1158
)
1. No person subject to this chapter who makes or engages in the
performance of a contract in violation of this chapter or a regulation or
order of the Administrator under this chapter, or who acquires a right
under a contract with knowledge of the facts by which its making or
performance is in violation, may obtain relief on the contract.
2. A provision in a contract entered into or effective in this
State, binding a person acquiring a security to waive compliance with
this chapter or a regulation or order of the Administrator under this
chapter is nonenforceable.
3. A provision in a contract containing an agreement to arbitrate
or a provision for choice of law in a contract between persons all of
whom are engaged in the securities business is not a provision waiving
compliance with this chapter and is enforceable in accordance with its
terms.
(Added to NRS by 1987, 2191; A 1989, 160)
Any fee
authorized or required to be collected by the provisions of this chapter
may be paid using a system for the electronic transfer of payment that
has been approved by the Administrator by regulation or order.
(Added to NRS by 1997, 494)
The
Administrator may, by regulation or order, approve systems for the
electronic delivery of records and applications to the Administrator or
his designee or to the principal office of the Administrator.
(Added to NRS by 1997, 494; A 2003, 3178 )
1. The Revolving Account for Investigation, Enforcement and
Education is hereby created as a special account in the State General
Fund. All money received by the Administrator as the result of an action
for the enforcement of the provisions of this chapter must be deposited
in the State General Fund for credit to the Account.
2. The Division shall use the money in the Account to pay the
expenses involved in:
(a) Investigations of the Division involving securities;
(b) Actions to enforce the provisions of this chapter; and
(c) Providing educational programs for the public which are related
to the operations of the Division.
3. The Account is restricted to the uses specified, and the
balance in the Account must be carried forward at the end of each fiscal
year.
4. Expenses may be advanced from the Account by the Administrator.
(Added to NRS by 1993, 1225)
This chapter may be cited as the Uniform Securities Act
and must be applied and construed to effectuate its general purpose to
make uniform the law with respect to the subject of this chapter among
states enacting it and to coordinate the interpretation and
administration of this chapter with the related federal laws and
regulations.
(Added to NRS by 1987, 2191; A 1989, 160)
