Kan. Admin. Regs. § 112-3-7

Current through Register Vol. 43, No. 49, December 5, 2024

Section 112-3-7 - Corporate structure and control of organization license applicant

Each application for an organization license shall contain the following information about the corporate or association structure and control of the applicant and any organization related to the applicant:

(a) The application shall list any commercial or noncommercial names used by the applicant and the street, number, city and county of the corporation's registered office in this state and the name of the resident agent at that address. A list of the applicant's current telephone number or numbers shall be included.

(b) The application shall describe the applicant's corporate structure. The description shall state the year the corporation was organized and the state in which it was organized.

(c) The application shall contain a certified copy of the applicant's articles or incorporation and bylaws. Any amendments to the articles of incorporation or bylaws shall be filed immediately with the commission, so that, at all times, a current copy of the applicant's articles of incorporation, bylaws and amendments to them will be recorded in the commission office.

(d) The application shall state whether in the past five years the applicant has been reorganized or reincorporated or whether it has filed restated articles of incorporation in the state of Kansas or in any other state. Documentation of that action shall be attached to the application.

(e) The application shall include a copy of the applicant's tax returns from the previous five years or all tax returns if the applicant has been organized for less than five years.

(f) If the applicant's articles of incorporation authorize issuance of capital stock, the application shall state the classes of capital stock authorized, the amount authorized and the amount outstanding as of a date not less than 15 days prior to the date the application is filed.

(g) If the applicant is authorized to issue capital stock, the application shall state the name and address of each person or entity who owns, of record or beneficially, one or more shares of any class of capital stock or an option or conditional interest in the applicant. This information may be displayed in columnar forms providing for name and address, class of stock owned, type of ownership, whether of record or beneficial, amount owned, and percent of the class of stock.

(h) If the applicant is authorized to issue capital stock, the application shall describe briefly the terms of any voting trust or power in which any of the capital stock is held and the name, address, class of stock and number of shares of stock for all stock held by that voting trust or power.

(i) If the applicant corporation is authorized to issue capital stock, the application shall describe briefly the terms of any proxy by which any of the capital stock is held, the holder of the proxy and the name, address, class of stock and number of shares of stock for all stock held by such proxy.

(j) If the applicant corporation is a non-stock corporation, the application shall describe briefly the terms of any proxy or any voting power and the name and address of any holder of the proxy or voting powers.

(k) The application shall state any redemption, purchase, retirement, conversion or exchange provisions. If the rights of holders of stock affected by such provisions may be modified by a means other than a majority vote or more of the shares outstanding, voting as a class, a statement and explanation shall be included.

(l) The application shall list the names, including any aliases or previous names, of all directors and officers of the applicant and all persons chosen to become directors or officers. Personal background disclosure forms shall be furnished for each person named using forms provided by the commission. All positions and offices each director and officer has held with the applicant and all principal occupation or occupations each director or officer has held during the past five years shall be identified. The applicant shall disclose for each listed individual the nature and extent of any ownership interest, including options or other voting powers, whether absolute or contingent, that the individual holds in the applicant organization.

(m) If the applicant was organized within the past five years, the application shall state the following information:

(1) The names of the organization's organizers or promoters;

(2) the nature and amount of anything of value received or to be received by each organizer or promoter directly or indirectly from the applicant; and

(3) the nature and amount of any assets, services or other consideration received or to be received by the applicant from the organizers or promoters.

(n) The application shall list any governmental, public or quasi-governmental or business organization related to the applicant. The percentage of voting interest or other interest held by each related organization, or any other basis of control held by it shall be stated.

(o) The application shall state whether the applicant is directly or indirectly controlled to any extent or in any manner by another individual or entity. If so, the identity of the controlling entity shall be disclosed and the nature and extent of the control shall be described. Documentation of the relationship shall be attached to the application.

(p) If a nonindividual record or beneficial holder of an ownership or other voting interest of three percent or more in the applicant is identified in subsections (l), (m), and (o) above, the application shall disclose the information required by those paragraphs as to record or beneficial holders of an ownership or other voting interest of three percent or more in that nonindividual holder. The disclosure required by those paragraphs shall be repeated in turn until all indirect individual record and beneficial holders of ownership or other voting interest in the applicant are so identified. The disclosure shall be brought about by the best efforts of the applicant.

(q) The application shall include the balance sheets and profit and loss statements for each of the three fiscal years immediately preceding the application, or for the period of organization if less than three years. The financial information shall be given for the current fiscal year if the applicant has:

(1) not completed a full fiscal year since its organization; or

(2) acquires or is to acquire the majority of its assets from a predecessor within the current fiscal year. Balance sheets, profit and loss statements and all other financial statements required shall be prepared, audited and certified by independent, certified public accountants in accordance with generally accepted accounting procedures and practices accepted on a consistent basis. Any report containing exceptions of a material nature shall not be considered to be certified.

(r) The application shall identify all loans made by the applicant in excess of one percent of net income. The statement shall describe fully the terms of the loan, including but not limited to the name of the borrower, the amount of the loan and the nature and value of the collateral.

(s) The application shall state whether three percent or more of the applicant's assets, or three percent or more of any principal stockholder's stock, is encumbered by any long term debt. The long term debt shall be explained fully by stating the names and addresses of parties holding any evidences of indebtedness from the applicant and the stockholders. One copy of each agreement or any other document relating to the evidences of indebtedness shall be attached to the application.

(t) The application shall briefly describe any pending legal proceeding to which the applicant or any subsidiaries or related organizations are a party. The name of the court or agency in which any proceeding is pending, the date instituted and the principal parties involved shall be included.

(u) The application shall briefly describe any pending legal proceeding involving the property of the applicant, subsidiaries or related organizations. The name of the court or agency in which any proceeding is pending, the date instituted and the principal parties involved shall be included.

(v) The application shall state whether the applicant, or any director, officer, policy-maker manager, principal stockholder or member has owned any interest in any firm, partnership, association or corporation licensed by the commission, or is now engaged in the business of racing outside of the state of Kansas. An explanation of the circumstances surrounding the interest or participation shall be included.

(w) The application shall describe briefly and state the approximate amount of any interest, direct or indirect, of any officer, director or principal stockholder of the applicant, or any associate of any of the foregoing persons in any transactions during the last three years, or in any proposed transactions to which the applicant was or is to be a party.

(x) The application shall include a statement of good standing from the secretary of state.

(y) This regulation shall take effect on and after October 1, 1988.

Kan. Admin. Regs. § 112-3-7

Authorized by K.S.A. 1987 Supp. 74-8804; implementing K.S.A. 1987 Supp. 74-8810 and 74-8813; effective, T-89-6, Jan. 21, 1988; effective Oct. 1, 1988.