[Rev. 11/21/2013 9:24:38 AM--2013]

CHAPTER 90 - SECURITIES (UNIFORM ACT)

GENERAL PROVISIONS

NRS 90.211             Definitions.

NRS 90.215             “Administrator” defined.

NRS 90.220             “Broker-dealer” defined.

NRS 90.223             “Commission” defined.

NRS 90.225             “Depository institution” defined.

NRS 90.230             “Division” defined.

NRS 90.235             “Filing” and “file” defined.

NRS 90.240             “Financial or institutional investor” defined.

NRS 90.245             “Fraud,” “deceit” and “defraud” defined.

NRS 90.250             “Investment adviser” defined.

NRS 90.255             “Issuer” defined.

NRS 90.260             “Nonissuer transaction” defined.

NRS 90.265             “Person” defined.

NRS 90.270             “Price amendment” defined.

NRS 90.275             “Promoter” defined.

NRS 90.276             “Provider of viatical settlements” defined.

NRS 90.278             “Representative of an investment adviser” defined.

NRS 90.280             “Sale” and “sell” defined.

NRS 90.285             “Sales representative” defined.

NRS 90.290             “Securities Act of 1933,” “Securities Exchange Act of 1934,” “Public Utility Holding Company Act of 1935,” “Investment Company Act of 1940,” “Investment Advisers Act of 1940,” “Employees Retirement Income Security Act of 1974,” “National Housing Act” and “Commodity Exchange Act” defined.

NRS 90.292             “Securities exchange” defined.

NRS 90.295             “Security” defined.

NRS 90.300             “Self-regulatory organization” defined.

NRS 90.305             “State” defined.

NRS 90.307             “Transfer agent” defined.

NRS 90.308             “Viatical settlement investment” defined.

NRS 90.309             “Viator” defined.

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

NRS 90.310             Licensing of broker-dealers, sales representatives and transfer agents.

NRS 90.320             Exempt broker-dealers and sales representatives.

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

NRS 90.340             Exempt investment advisers and representatives of investment advisers.

NRS 90.350             Application. [Effective until the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.350             Application. [Effective on the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.360             Licensing fees.

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

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

NRS 90.375             Application for issuance or renewal of license: Statement regarding obligation of child support required; grounds for denial of license; duty of Administrator. [Effective until the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.377             Application for renewal of license to include information relating to state business license; denial of renewal for unpaid debt assigned to State Controller for collection. [Effective January 1, 2014.]

NRS 90.380             Licensing: General provisions. [Effective until the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.380             Licensing: General provisions. [Effective on the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.390             Requirements after licensing.

NRS 90.400             Licensing of successor firms.

NRS 90.410             Power of inspection.

NRS 90.415             Fee for inspection of records.

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

NRS 90.425             Unethical or dishonest practices: Use of certain certifications and professional designations.

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

NRS 90.435             Mandatory suspension of license for failure to pay child support or comply with certain subpoenas or warrants; reinstatement of license. [Effective until the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings.]

NRS 90.440             Withdrawal.

NRS 90.450             Custody of client’s securities and money.

REGISTRATION OF SECURITIES EXCHANGES

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

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

NRS 90.454             Limitations on trading of security.

NRS 90.456             Fee for transactions.

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

REGISTRATION OF SECURITIES

NRS 90.460             Registration requirement.

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

NRS 90.470             Registration by filing.

NRS 90.480             Registration by coordination.

NRS 90.490             Registration by qualification.

NRS 90.500             Provisions applicable to registration generally.

NRS 90.510             Denial, suspension or revocation of registration.

EXEMPTIONS FROM REGISTRATION

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

NRS 90.530             Exempt transactions.

NRS 90.540             Additional exemptions; fee.

NRS 90.550             Revocation of exemptions.

NRS 90.560             Filing of sales and advertising literature.

NRS 90.565             Filing of notice before initial offering of securities.

NRS 90.567             Filing of notice after first sale of securities.

FRAUDULENT AND OTHER PROHIBITED PRACTICES

NRS 90.570             Offer, sale and purchase.

NRS 90.580             Manipulation of market.

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

NRS 90.600             Misleading filings.

NRS 90.605             False or fraudulent representations in investigations, proceedings or prosecutions; offering false evidence; destroying evidence.

NRS 90.610             Unlawful representation concerning licensing, registration or exemption.

ENFORCEMENT AND CIVIL LIABILITY

NRS 90.615             Authority of Attorney General and district attorney.

NRS 90.620             Investigations and subpoenas.

NRS 90.630             Enforcement.

NRS 90.640             Power of court to grant relief.

NRS 90.650             Criminal penalties.

NRS 90.660             Civil liability.

NRS 90.670             Statute of limitations.

NRS 90.680             Offer of rescission and settlement.

NRS 90.690             Burden of proof.

NRS 90.700             Liability: General provisions.

ADMINISTRATION

NRS 90.710             Administration of chapter.

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

NRS 90.720             Prohibitions on use of information.

NRS 90.730             Public information and confidentiality.

NRS 90.740             Cooperation with other agencies.

NRS 90.750             Regulations, forms and orders.

NRS 90.760             Good faith reliance.

NRS 90.770             Consent to service of process.

NRS 90.780             Administrative files and records.

NRS 90.790             Administrative proceedings.

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

NRS 90.820             Emergency administrative proceedings.

MISCELLANEOUS PROVISIONS

NRS 90.830             Scope of chapter.

NRS 90.840             Contract provisions.

NRS 90.845             Payment of fees by electronic transfer.

NRS 90.847             Electronic delivery of records and applications.

NRS 90.851             Deposit and use of money received as result of enforcement action.

NRS 90.860             Short title; uniformity of application and construction.

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GENERAL PROVISIONS

      NRS 90.211  Definitions.  As used in this chapter, unless the context otherwise requires, the words and terms defined in NRS 90.215 to 90.309, 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; 2007, 1337; 2009, 1825)

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

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

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

      1.  A sales representative;

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

      3.  A depository institution; or

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

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

      NRS 90.223  “Commission” defined.

      1.  “Commission” means:

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

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

      2.  The term does not include:

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

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

      (Added to NRS by 1997, 499)

      NRS 90.225  “Depository institution” defined.

      1.  “Depository institution” means:

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

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

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

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

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

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

      NRS 90.235  “Filing” and “file” defined.

      1.  “Filing” means:

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

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

      2.  “File” has a corresponding meaning.

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

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

      1.  A depository institution;

      2.  An insurance company;

      3.  A separate account of an insurance company;

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

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

      6.  Any other institutional buyer.

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

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

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

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

      1.  An employee of an adviser;

      2.  A depository institution;

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

      7.  A family trust company or licensed family trust company or an employee or agent of a family trust company or licensed family trust company that is engaged in the business of a family trust company or licensed family trust company pursuant to chapter 669A of NRS, and that is exempt from registration as an investment adviser pursuant to the federal Investment Advisers Act of 1940; or

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

      (Added to NRS by 1987, 2150; A 1989, 160; 2011, 1817)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      NRS 90.276  “Provider of viatical settlements” defined.  “Provider of viatical settlements” has the meaning ascribed to it in NRS 688C.080.

      (Added to NRS by 2009, 1824)

      NRS 90.278  “Representative of an investment adviser” defined.

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

      (a) Provides advice concerning securities;

      (b) Manages accounts or portfolios of clients;

      (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)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      (Added to NRS by 1993, 2414)

      NRS 90.295  “Security” defined.  “Security” means a note, stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in a profit-sharing agreement, a limited partnership interest, an interest in a limited-liability company, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, viatical settlement investment, 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; 2009, 1825)

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

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

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

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

      NRS 90.307  “Transfer agent” defined.  “Transfer agent” means any person who, for a fee, performs the service of registering the transfer of securities that do not trade on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, if the price quotations for the over-the-counter stock are quoted by the National Association of Securities Dealers Automated Quotations System (NASDAQ).

      (Added to NRS by 2007, 1337)

      NRS 90.308  “Viatical settlement investment” defined.  “Viatical settlement investment” means the contractual right to receive a specified portion of the death benefit or ownership of a life insurance policy or certificate in exchange for consideration that is less than the dollar amount of the expected death benefit of the life insurance policy or certificate. The term does not include:

      1.  A transaction between a viator and a provider of viatical settlements;

      2.  A transfer of ownership or beneficial interest in a life insurance policy from a provider of viatical settlements to another provider of viatical settlements, or to a legal entity formed solely for the purpose of holding ownership or beneficial interest in a life insurance policy or policies;

      3.  The bona fide assignment of a life insurance policy to a bank, savings bank, savings and loan association, credit union or other licensed lending institution as collateral for a loan; or

      4.  The exercise of accelerated benefits pursuant to the terms of a life insurance policy issued in accordance with title 57 of NRS.

      (Added to NRS by 2009, 1824)

      NRS 90.309  “Viator” defined.  “Viator” has the meaning ascribed to it in NRS 688C.150, except that for the purposes of this chapter, a viator need not be a resident of this State.

      (Added to NRS by 2009, 1825)

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

      NRS 90.310  Licensing of broker-dealers, sales representatives and transfer agents.

      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 any person to transact business in this State as a transfer agent unless licensed or exempt from licensing under this chapter.

      4.  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 the broker-dealer or issuer 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.

      5.  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; 2007, 1337)

      NRS 90.320  Exempt broker-dealers and sales representatives.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      NRS 90.340  Exempt investment advisers and representatives of investment advisers.

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

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

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

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

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

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

      (c) A sales representative licensed pursuant to NRS 90.310 who:

             (1) Has passed the following examinations administered by the Financial Industry Regulatory Authority:

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

                   (II) The Uniform Combined State Law Examination designated as the Series 66 examination and the General Securities Registered Representative Examination, designated as the Series 7 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 examinations 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; 2009, 2556)

      NRS 90.350  Application. [Effective until the date of the repeal of 42 U.S.C. § 666, 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.  Except as otherwise provided in subsection 3, an applicant for licensing as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent 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 Investment Adviser Registration Depository, the Central Registration Depository or another depository for registrations that has been approved by the Administrator by regulation or order. Except as otherwise provided in subsection 3, 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.  An applicant for licensing as a transfer agent is not required to pay the fee required by NRS 90.360.

      4.  As used in this section:

      (a) “Central Registration Depository” means the Central Registration Depository of the Financial Industry Regulatory Authority, or its successor, and the North American Securities Administrators Association or its successor.

      (b) “Investment Adviser Registration Depository” means the Investment Adviser Registration Depository of the Financial Industry Regulatory Authority, 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; 2007, 1337; 2009, 2557)

      NRS 90.350  Application. [Effective on the date of the repeal of 42 U.S.C. § 666, 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.  Except as otherwise provided in subsection 3, an applicant for licensing as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent 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 Investment Adviser Registration Depository, the Central Registration Depository or another depository for registrations that has been approved by the Administrator by regulation or order. Except as otherwise provided in subsection 3, 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.  An applicant for licensing as a transfer agent is not required to pay the fee required by NRS 90.360.

      4.  As used in this section:

      (a) “Central Registration Depository” means the Central Registration Depository of the Financial Industry Regulatory Authority, or its successor, and the North American Securities Administrators Association or its successor.

      (b) “Investment Adviser Registration Depository” means the Investment Adviser Registration Depository of the Financial Industry Regulatory Authority, 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; 2007, 1337, 1338; 2009, 2557, effective on the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings)

      NRS 90.360  Licensing fees.

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

      (a) Broker-dealer, $300.

      (b) Sales representative, $125.

      (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; 2010, 26th Special Session, 76)

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

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

      2.  Any examination required must be administered by the Administrator or the designee of the Administrator. 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 the Administrator determines that an examination is not necessary for the protection of investors by reason of the training and experience of the applicant or class of applicants.

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

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

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

      (a) The securities of the issuer:

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

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

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

      (c) The officer or director files with the Administrator an affidavit which states that the officer or director:

             (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, the officer or director 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)

      NRS 90.375  Application for issuance or renewal of license: Statement regarding obligation of child support required; grounds for denial of license; duty of Administrator. [Effective until the date of the repeal of 42 U.S.C. § 666, 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, representative of an investment adviser or transfer agent 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, representative of an investment adviser or transfer agent 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 the applicant 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 the applicant 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; A 2007, 1338)

      NRS 90.377  Application for renewal of license to include information relating to state business license; denial of renewal for unpaid debt assigned to State Controller for collection. [Effective January 1, 2014.]

      1.  In addition to any other requirements set forth in this chapter, an applicant for the renewal of a license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent must indicate in the application submitted to the Administrator whether the applicant has a state business license. If the applicant has a state business license, the applicant must include in the application the state business license number assigned by the Secretary of State upon compliance with the provisions of chapter 76 of NRS.

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

      (a) The applicant fails to submit the information required by subsection 1; or

      (b) The State Controller has informed the Administrator pursuant to subsection 5 of NRS 353C.1965 that the applicant owes a debt to an agency that has been assigned to the State Controller for collection and the applicant has not:

             (1) Satisfied the debt;

             (2) Entered into an agreement for the payment of the debt pursuant to NRS 353C.130; or

             (3) Demonstrated that the debt is not valid.

      3.  As used in this section:

      (a) “Agency” has the meaning ascribed to it in NRS 353C.020.

      (b) “Debt” has the meaning ascribed to it in NRS 353C.040.

      (Added to NRS by 2013, 2722, effective January 1, 2014)

      NRS 90.380  Licensing: General provisions. [Effective until the date of the repeal of 42 U.S.C. § 666, 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, representative of an investment adviser or transfer agent 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 file with the Administrator a Uniform Termination Notice for Securities Industry Registration (Form U-5).

      6.  The Administrator by regulation may authorize one or more special classifications of licenses as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent 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, representative of an investment adviser or transfer agent expires if:

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

      (b) Any 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 any 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 the licensed person 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; 2007, 1339; 2013, 170)

      NRS 90.380  Licensing: General provisions. [Effective on the date of the repeal of 42 U.S.C. § 666, 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, representative of an investment adviser or transfer agent 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 file with the Administrator a Uniform Termination Notice for Securities Industry Registration (Form U-5).

      6.  The Administrator by regulation may authorize one or more special classifications of licenses as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent 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, representative of an investment adviser or transfer agent expires if any 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 any 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 the licensed person 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; 2007, 1339, 1340; 2013, 170, effective on the date of the repeal of 42 U.S.C. § 666, the federal law requiring each state to establish procedures for withholding, suspending and restricting the professional, occupational and recreational licenses for child support arrearages and for noncompliance with certain processes relating to paternity or child support proceedings)

      NRS 90.390  Requirements after licensing.

      1.  The Administrator by regulation may require that:

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

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

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

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

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

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

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

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

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

      NRS 90.400  Licensing of successor firms.

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

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

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

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

      NRS 90.410  Power of inspection.

      1.  The Administrator, without previous notice, may examine in a manner reasonable under the circumstances the records, within or without this State, of a licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser to determine compliance with this chapter. Licensed 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, without previous notice, may examine, in a manner reasonable under the circumstances and as the Administrator considers necessary or appropriate in the public interest and for the protection of investors, the records, within or without this State, of any person who would otherwise be required to be licensed pursuant to NRS 90.310 or 90.330. Such persons shall make their records available to the Administrator in legible form.

      3.  Except as otherwise provided in subsection 4, 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.

      4.  The Administrator may inspect and copy records or require a transfer agent to copy records and provide the copies to the Administrator to the extent such records relate to information concerning principals, corporate officers or stockholders of any publicly traded company based in this State.

      5.  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; 2007, 1341; 2009, 2558)

      NRS 90.415  Fee for inspection of records.

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

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

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

      (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)

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

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

      (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) Has been convicted of a felony or, within the previous 10 years has been convicted of a 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;

             (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; or

             (4) Involves moral turpitude;

      (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 the person’s license as a broker-dealer, sales representative, investment adviser, representative of an investment adviser or transfer agent;

      (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, jurisdiction, Canadian province or territory, the Commodity Futures Trading Commission, 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, representative of an investment adviser or transfer agent;

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

             (3) An order by a self-regulatory organization that prohibits the person from serving, indefinitely or for a specified period, as a principal or in a supervisory capacity within a business or organization which is a member of a self-regulatory organization;

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

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

             (6) 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, representative of an investment adviser or transfer agent 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; 2007, 1341; 2013, 171)

      NRS 90.425  Unethical or dishonest practices: Use of certain certifications and professional designations.

      1.  A person engages in unethical or dishonest practices in the securities business if, without limitation, the person uses a certification or professional designation that:

      (a) Indicates or implies that the person has special certification or training in advising or providing services to older persons or retirees in connection with the offer, sale or purchase of securities or in the provision of advice as to the value of or advisability of investing in, purchasing or selling securities, either directly or indirectly, through publications or writings or by issuing or publishing analyses or reports related to securities if the person does not have such special certification or training;

      (b) The person has not earned or is otherwise ineligible to use;

      (c) Is nonexistent;

      (d) The person conferred upon himself or herself;

      (e) Indicates or implies a level of occupational qualifications obtained through education, training or experience that the person using the certification or professional designation has not obtained; or

      (f) Was obtained from a certifying or designating organization that, except as otherwise provided in subsection 2:

             (1) Is primarily engaged in the business of instruction in sales or marketing;

             (2) Does not have reasonable standards or procedures for assuring the competency of its certificate holders or designees;

             (3) Does not have reasonable standards or procedures for monitoring and disciplining its certificate holders or designees for conduct that is improper or unethical; or

             (4) Does not have reasonable requirements for continuing education for its certificate holders or designees in order to maintain the certificate or designation.

      2.  There is a rebuttable presumption that paragraph (f) of subsection 1 does not include a certification or professional designation that:

      (a) Does not primarily apply to sales or marketing; and

      (b) Was conferred by a certifying or designating organization that has been accredited by:

             (1) The American National Standards Institute;

             (2) The National Commission for Certifying Agencies; or

             (3) An organization that is on the list provided by the United States Department of Education entitled “Accrediting Agencies Recognized for Title IV Purposes.”

      3.  In determining whether a combination of words or an acronym standing for a combination of words constitutes a certification or professional designation indicating or implying that a person has special certification or training in advising or providing services to older persons or retirees, factors to be considered must include, without limitation:

      (a) The use of one or more words such as “elder,” “retirement,” “senior” or similar words combined with one or more words such as “chartered,” “certified,” “registered,” “adviser,” “consultant,” “planner,” or “specialist” or similar words in the name of the certification or professional designation; and

      (b) The manner in which those words are combined.

      4.  For the purposes of this section, a title of a job within an organization that is licensed or registered by a financial services regulatory agency of this State, any other state or the Federal Government is not a certification or professional designation if the title is not used in a manner that would confuse or mislead a reasonable consumer and the title:

      (a) Indicates seniority or standing within the organization; or

      (b) Specifies a person’s area of specialization within the organization.

      5.  As used in this section:

      (a) “Financial services regulatory agency” includes, without limitation, an agency that regulates broker-dealers, investment advisers or investment companies as defined in the Investment Company Act of 1940, 15 U.S.C. § 80a-3.

      (b) “Older person” has the meaning ascribed to it in NRS 200.5092.

      (Added to NRS by 2013, 169)

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

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

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

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

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

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

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

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

      4.  The Administrator shall consider that:

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

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

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

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

      NRS 90.435  Mandatory suspension of license for failure to pay child support or comply with certain subpoenas or warrants; reinstatement of license. [Effective until the date of the repeal of 42 U.S.C. § 666, 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, representative of an investment adviser or transfer agent, 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, representative of an investment adviser or transfer agent 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; A 2007, 1343)

      NRS 90.440  Withdrawal.

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

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

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

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

      (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)

      NRS 90.450  Custody of client’s securities and money.

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

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

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

REGISTRATION OF SECURITIES EXCHANGES

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

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

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

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

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

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

      (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 the Administrator determines that such action is in the public interest and any of the provisions of subsection 1 of NRS 90.420 are applicable to a person associated with the securities exchange.

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

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

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

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

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

      (Added to NRS by 1997, 503)

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

      (Added to NRS by 1993, 2415)

      NRS 90.456  Fee for transactions.

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

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

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

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

      (Added to NRS by 1993, 2415)

REGISTRATION OF SECURITIES

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

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

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

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

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

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

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

      NRS 90.470  Registration by filing.

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

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

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

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

      (d) The issuer has:

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

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

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

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

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

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

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

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

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

             (2) Defaulted on indebtedness for borrowed money; or

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

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

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

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

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

      (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)

      NRS 90.480  Registration by coordination.

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

      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)

      NRS 90.490  Registration by qualification.

      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)

      NRS 90.500  Provisions applicable to registration generally.

      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)

      NRS 90.510  Denial, suspension or revocation of registration.

      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 the Administrator 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

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

      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, NYSE MKT, the Chicago Stock Exchange, NYSE ARCA 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 listed or approved for listing upon notice of issuance on the National Market System of the NASDAQ Stock Market, 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 Advisers 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; 2009, 2558; 2013, 173)

      NRS 90.530  Exempt transactions.  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 the issuer’s 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 the purchaser’s 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)

      NRS 90.540  Additional exemptions; fee.

      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)

      NRS 90.550  Revocation of exemptions.

      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 the person 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)

      NRS 90.560  Filing of sales and advertising literature.  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)

      NRS 90.565  Filing of notice before initial offering of securities.  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)

      NRS 90.567  Filing of notice after first sale of securities.

      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

      NRS 90.570  Offer, sale and purchase.  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)

      NRS 90.580  Manipulation of market.

      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;

      (e) Employ any other deceptive or fraudulent device, scheme or artifice to manipulate the market in a security; or

      (f) Put off, circulate or publish any false or misleading writing, statement or intelligence regarding a security that is publicly traded.

      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; 2013, 176)

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

      NRS 90.600  Misleading filings.  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)

      NRS 90.605  False or fraudulent representations in investigations, proceedings or prosecutions; offering false evidence; destroying evidence.  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.  Make any materially false, fictitious or fraudulent statement or representation;

      2.  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

      3.  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; A 2013, 176)

      NRS 90.610  Unlawful representation concerning licensing, registration or exemption.

      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

      NRS 90.615  Authority of Attorney General and district attorney.

      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)

      NRS 90.620  Investigations and subpoenas.

      1.  The Administrator may make an investigation, within or outside of this State, as the Administrator 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 the person 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, jurisdiction, Canadian province or territory, the Commodity Futures Trading Commission, or by the Securities and Exchange Commission or a comparable regulatory agency of another country.

      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; 2013, 177)

      NRS 90.630  Enforcement.

      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 the person to desist and refrain from further activity until the security is registered or the person 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 the person to cease and desist;

      (b) Censure the person if he or she is a licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser;

      (c) Bar or suspend the person 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 $25,000 for each violation; 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, the person waives the 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 the Administrator 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 the Administrator 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, reimbursement for the costs of the proceeding, including investigative costs and attorney’s fees incurred, may be ordered and recovered by the Administrator. Money recovered for reimbursement of the investigative costs and attorney’s fees must be deposited in the State General Fund for credit to the Secretary of State’s Operating General Fund Budget Account.

      (Added to NRS by 1987, 2180; A 1989, 160; 1993, 894; 1995, 1451; 2009, 2561)

      NRS 90.640  Power of court to grant relief.

      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 $25,000 for each violation;

             (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; 2009, 2562)

      NRS 90.650  Criminal penalties.

      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 and may order the person to repay the costs of investigation and prosecution incurred by the Division and the Office of the Attorney General. Money recovered for reimbursement of the costs of investigation and prosecution must be deposited in the State General Fund for credit to the Secretary of State’s Operating General Fund Budget Account.

      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; 2009, 2563)

      NRS 90.660  Civil liability.

      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)

      NRS 90.670  Statute of limitations.  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)

      NRS 90.680  Offer of rescission and settlement.

      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 the purchaser’s 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)

      NRS 90.690  Burden of proof.

      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)

      NRS 90.700  Liability: General provisions.

      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

      NRS 90.710  Administration of chapter.

      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)

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

      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)

      NRS 90.720  Prohibitions on use of information.  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)

      NRS 90.730  Public information and confidentiality.

      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 and NRS 239.0115, 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; 2007, 2069)

      NRS 90.740  Cooperation with other agencies.

      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)

      NRS 90.750  Regulations, forms and orders.

      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 or her 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)

      NRS 90.760  Good faith reliance.  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)

      NRS 90.770  Consent to service of process.

      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 the person’s agent for service of process in a noncriminal proceeding against the person, 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 the person, 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 the Administrator, 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 the Administrator is the moving party.

      7.  If the process is served under subsection 5 the court, or the Administrator in a proceeding before the Administrator, 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)

      NRS 90.780  Administrative files and records.

      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)

      NRS 90.790  Administrative proceedings.  The Administrator may commence an administrative proceeding at any time with respect to a matter within the Administrator’s jurisdiction. The Administrator 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, the Administrator 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)

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

      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 the sales representative is associated of the action by certified mail.

      (Added to NRS by 1987, 2188; A 1989, 160; 1991, 610)

      NRS 90.820  Emergency administrative proceedings.

      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 the Administrator’s 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 the Administrator. The Administrator 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 the Administrator’s 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

      NRS 90.830  Scope of chapter.

      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)

      NRS 90.840  Contract provisions.

      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)

      NRS 90.845  Payment of fees by electronic transfer.  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)

      NRS 90.847  Electronic delivery of records and applications.  The Administrator may, by regulation or order, approve systems for the electronic delivery of records and applications to the Administrator or the designee of the Administrator or to the principal office of the Administrator.

      (Added to NRS by 1997, 494; A 2003, 3178)

      NRS 90.851  Deposit and use of money received as result of enforcement action.

      1.  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 Secretary of State’s Operating General Fund Budget Account.

      2.  The money deposited in the Account pursuant to this section may be used:

      (a) To pay the expenses of the Office of the Secretary of State involved in:

             (1) Investigations by the Office involving securities;

             (2) Actions to enforce the provisions of this chapter; and

             (3) Providing educational programs for the public which are related to the operations of the Office.

      (b) For any other purpose related to the Office of the Secretary of State, with the approval of the Legislature or the Interim Finance Committee when the Legislature is not in session.

      3.  The money deposited in the Account pursuant to this section, including money deposited in excess of the amount authorized by the Legislature, is restricted to the uses specified, and the unexpended balance of that money may be carried forward at the end of each fiscal year.

      (Added to NRS by 1993, 1225; A 2009, 1166; 2011, 2193)

      NRS 90.860  Short title; uniformity of application and construction.  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)