Section 671.155 - Acquisition of control of licensee: Approval of Commissioner required; application; investigation; conditions for approval; authority of Commissioner if applicant is subject to multistate licensing process; denial; appeal; applicability1. Except as otherwise provided in NRS 671.175, a person or group of persons acting in concert seeking to acquire control of a licensee shall obtain the approval of the Commissioner before acquiring control of the licensee. A natural person is not deemed to acquire control of a licensee and is not subject to the provisions of this section when the natural person becomes a key individual in the ordinary course of business.2. A person or group of persons acting in concert seeking to acquire control of a licensee shall, in cooperation with the licensee, submit to the Commissioner an application in a form prescribed by the Commissioner.3. The Commissioner may require the application submitted pursuant to subsection 2 to be submitted through the Registry or allow some or all of the information contained in the application to be submitted to the Commissioner without using the Registry.4. The application required by subsection 2 must include the information required by NRS 671.098 for any new key individual that has not previously completed the requirements for a licensee.5. When an applicant for acquisition of control of a licensee has submitted the application required pursuant to subsection 2 which appears to include all the items and address all of the matters that are required by the application, the application shall be considered complete. A determination by the Commissioner that an application is complete and is accepted for processing means only that the application, on its face, appears to include all of the items and address all of the matters that are required and is not an assessment of the substance of the application or of the sufficiency of the information provided.6. When an application is filed and considered complete pursuant to this section, the Commissioner shall investigate the financial condition and responsibility, financial and business experience, competence, character and general fitness of the person or group of persons acting in concert seeking to acquire control of the licensee. The Commissioner shall approve an application for the acquisition of control pursuant to this section if the Commissioner finds that: (a) The requirements of subsections 2 and 4 have been met, as applicable; and(b) The financial condition and responsibility, financial and business experience, competence, character and general fitness of the person or group of persons acting in concert seeking to acquire control of a licensee and the competence, experience, character and general fitness of the key individuals and persons that would be in control of the licensee after the acquisition of control indicate that it is in the interest of the public to permit the person or group of persons acting in concert to control the licensee.7. If an applicant for approval to acquire control of a licensee pursuant to this section avails himself, herself or itself of or is otherwise subject to a multistate licensing process: (a) The Commissioner may accept the investigation results of a state which is a lead investigative state in the multistate licensing process for the purposes of this section if the Commissioner determines that the state has sufficient staffing, expertise and minimum standards; and(b) If this State is a lead investigative state in the multistate licensing process, the Commissioner may investigate the applicant under the time frames established by agreement through the multistate licensing process.8. If the Commissioner denies an application for approval to acquire control of a licensee submitted pursuant to subsection 2, the Commissioner shall issue to the applicant a formal written notice of the denial not more than 30 days after the date on which the Commissioner has made the decision to deny the application. The notice must set forth the specific reasons for the denial of the application. An applicant whose application for approval to acquire control of a licensee is denied may, not more than 30 days after the date on which the notice was issued, appeal the decision and request a hearing pursuant to NRS 233B.121 to 233B.150, inclusive.9. Except as otherwise provided in subsection 10, the requirements of this section do not apply to any of the following: (a) A person that acts as a proxy for the sole purpose of voting at a designated meeting of the shareholders or holders of voting shares or voting interests of a licensee or a person in control of a licensee;(b) A person that acquires control of a licensee by devise or descent;(c) A person that acquires control of a licensee as a personal representative, custodian, guardian, conservator or trustee or as an officer appointed by a court of competent jurisdiction or by operation of law;(d) A person that is exempt under this chapter;(e) A person that the Commissioner determines is not subject to this section based on the public interest;(f) A public offering of securities of a licensee or a person in control of a licensee;(g) An internal reorganization of a person in control of the licensee where the ultimate person in control of the licensee remains the same; or(h) A person described in NRS 671.175.10. Persons described in paragraphs (b), (c), (d), (f) and (g) of subsection 9, in cooperation with the licensee, shall notify the Commissioner within 15 days after the date on which the person acquires control of the licensee.11. For the purposes of this section, a group of persons "act in concert" when two or more persons knowingly act together with a common goal of jointly acquiring control of a licensee, regardless of whether the persons act pursuant to an express agreement.Added to NRS by 2023, 109Added by 2023, Ch. 23,§50, eff. 7/1/2023.