Nevada Administrative Code

NAC 90.430 Posteffective amendment. (NRS 90.470, 90.750) A posteffective amendment of a registration statement filed pursuant to NRS 90.470 must be filed with the Administrator not later than 5 business days after the date it is filed with the Securities and Exchange Commission. …

NAC 90.435 Timely filing of reports. (NRS 90.470, 90.750) For the purposes of paragraph (e) of subsection 1 of NRS 90.470, all reports required to be filed during the 12 calendar months next preceding the filing of the federal registration statement shall be deemed to have been t…

NAC 90.440 Documents required to accompany filing. (NRS 90.480, 90.750) A registration statement filed pursuant to NRS 90.480 must be accompanied by: 1. The Uniform Application to Register Securities (Form U-1); 2. The Uniform Consent to Service of Process (Form U-2); 3. The Unif…

NAC 90.445 Accelerated effectiveness. (NRS 90.480, 90.750) The effectiveness of a registration statement filed pursuant to NRS 90.480 may be accelerated by the Administrator upon the filing of a written request for acceleration. The request must be filed by the registrant and mus…

NAC 90.450 Posteffective amendment. (NRS 90.480, 90.750) A posteffective amendment of a registration statement filed pursuant to NRS 90.480 must be filed with the Administrator not later than 5 business days after the date it is filed with the Securities and Exchange Commission. …

NAC 90.453 Effective date of registration statement filed with Securities and Exchange Commission. (NRS 90.480, 90.750) Notwithstanding the provisions of paragraph (b) of subsection 3 of NRS 90.480, if a registration statement is filed on Form F-7, F-8, F-9 or F-10 with the Secur…

NAC 90.455 Written notice of date federal registration statement became effective. (NRS 90.480, 90.750) The notice to the Administrator required by subsection 4 of NRS 90.480 must be given by the registrant in writing. The Administrator will promptly acknowledge receipt of the no…

NAC 90.460 Documents required to accompany filing. (NRS 90.490, 90.750) A registration statement filed pursuant to NRS 90.490 must be accompanied by: 1. The Uniform Application to Register Securities (Form U-1), including the exhibits required by that application; 2. The Uniform …

NAC 90.465 Amendment to prospectus, pamphlet or similar document. (NRS 90.490, 90.750) Within 30 days after the effective date of a registration statement filed pursuant to NRS 90.490, the registrant shall file with the Administrator a copy of any amendment to any prospectus, pam…

NAC 90.470 Preparation and auditing of financial statements. (NRS 90.490, 90.750) 1. Except as otherwise provided in subsection 2 of this section or in the Uniform Limited Offering Circular (Form U-7) adopted by the North American Securities Administrators Association, a financia…

NAC 90.475 Applicability. (NRS 90.480, 90.490, 90.750) 1. The provisions of NAC 90.475 to 90.490, inclusive, are applicable to the registration pursuant to NRS 90.480 or 90.490 of any security issued by a development stage company. As used in this subsection, “development stage c…

NAC 90.480 Contents of registration statement or offering document; penalty for failure to comply. (NRS 90.480, 90.490, 90.500, 90.510, 90.750) 1. The registration statement, in the case of a security registered pursuant to NRS 90.480, or the offering document required by subsect…

NAC 90.483 Registration by qualification: Additional filings required after filing of registration statement; enforcement. (NRS 90.490, 90.560, 90.750) 1. Not later than 60 days after the closing of the offering or the expiration of the period of effectiveness, whichever occurs f…

NAC 90.485 Limitation on amount of dilution in offering; remedy for violation. (NRS 90.480, 90.490, 90.510, 90.750) The amount of dilution in an offering by a development stage company may not exceed 75 percent of the aggregate offering price unless that limitation is waived by t…

NAC 90.490 Offering of debt securities, equity securities or securities convertible to equity securities; offering of partnership units or trust certificate. (NRS 90.480, 90.490, 90.750) 1. In the case of an offering by a development stage company of debt securities, equity secur…

NAC 90.492 Submission to Division of material change in issuer or offering. (NRS 90.480, 90.490, 90.500, 90.750) During the period of effectiveness of a registration statement, any material change in the issuer or the offering, including, without limitation: 1. Any change in the …

NAC 90.495 Claim of exemption: Filing requirements. (NRS 90.520, 90.530, 90.540, 90.750) 1. If a person claims a statutory exemption from the registration requirement of NRS 90.460 and if the person is required to file a notice with the Administrator in order to claim the exempti…

NAC 90.496 Claim of exemption: Effective period. (NRS 90.520, 90.530, 90.540, 90.750) 1. Except as otherwise provided in subsections 2 and 3, a claim of exemption (Nevada Form N-9) is effective for 1 year after the date the claim is received by the Administrator. 2. A claim of ex…

NAC 90.497 Claim of exemption: Expeditious processing. (NRS 90.465, 90.750) If expeditious processing is requested pursuant to NRS 90.465 and the applicable fee set forth in that section has been paid, the Administrator will transmit the notification of acceptance by facsimile ma…

NAC 90.498 Claim of exemption: Offering issued in series of securities or relating to multiple funds. (NRS 90.520, 90.530, 90.540, 90.750) A person who files a claim of exemption (Nevada Form N-9) from the registration requirements of NRS 90.460 involving a securities offering wh…

NAC 90.500 Securities listed on certain exchanges. (NRS 90.520, 90.750) For purposes of the exemption from registration provided by paragraph (g) of subsection 2 of NRS 90.520, a security is also exempt from registration if it is listed or approved for listing upon notice of issu…

NAC 90.505 Rated promissory note, draft, bill of exchange or banker’s acceptance. (NRS 90.520, 90.750) For purposes of the exemption from registration provided by paragraph (k) of subsection 2 of NRS 90.520, a promissory note, draft, bill of exchange or banker’s acceptance is exe…

NAC 90.510 Statutory exemption for nonissuer transaction by sales representative licensed in State: Inclusion of information on issuer in designated securities manual or other aggregator. (NRS 90.530, 90.750) For purposes of the exemption from registration provided by subsection …

NAC 90.512 Nonissuer transaction by sales representative licensed in State: Security complying with certain requirements for statutory exemption. (NRS 90.530, 90.750) 1. Except as otherwise provided in subsection 2, a nonissuer transaction by a sales representative licensed in th…

NAC 90.513 Offers of securities made by investment companies registered under Investment Company Act of 1940. (NRS 90.750) 1. Before an investment company registered under the Investment Company Act of 1940 offers a security in this State, the issuer shall submit to the Administr…

NAC 90.5135 Offers of securities made by crowdfunding issuers. (NRS 90.750, 90.755) 1. At the time described in subsection 2, a crowdfunding issuer shall submit to the Administrator: (a) At least one of the following: (1) A completed Uniform Notice of Federal Crowdfunding Offerin…

NAC 90.514 Offers of securities made by Tier 2 issuers. (NRS 90.750, 90.755) 1. A Tier 2 issuer planning to offer and sell securities in this State shall, not less than 21 calendar days before the initial sale of the securities in this State, submit to the Administrator: (a) At l…

NAC 90.5145 Offers of securities made pursuant to Rule 506 of Regulation D of Securities and Exchange Commission. (NRS 90.456, 90.750) 1. The issuer of any security that is offered in this State and which is a covered security pursuant to Rule 506 of Regulation D of the Securitie…

NAC 90.515 Offering complying with Regulation D of Securities and Exchange Commission. (NRS 90.540, 90.750) An offering is exempt from the registration requirements of NRS 90.460 if: 1. It complies with the requirements of Regulation D of the Securities and Exchange Commission, 1…

NAC 90.516 Nonissuer transaction by sales representative licensed in State: Security included or designated for inclusion in Nasdaq Capital Market. (NRS 90.540, 90.750) 1. A nonissuer transaction by a sales representative licensed in this State of an outstanding security that is …

NAC 90.517 Nonissuer transaction by sales representative licensed in State: Security included or designated for inclusion in OTC Bulletin Board. (NRS 90.540, 90.750) 1. A nonissuer transaction by a sales representative licensed in this State of an outstanding security that is inc…

NAC 90.518 Nonissuer transaction by sales representative licensed in State: Security of no more than $100,000 held by shareholder for 12-month period. (NRS 90.540, 90.750) 1. A nonissuer transaction by a sales representative licensed in this State of an outstanding security of no…

NAC 90.519 Certain securities issued by governmental entities. (NRS 90.540, 90.750) An issuer or a person acting on behalf of an issuer of a security described in paragraph (a) of subsection 2 of NRS 90.520, other than a security issued by this State or an agency, instrumentality…

NAC 90.521 Offer or sale complying with Regulation S of Securities and Exchange Commission. (NRS 90.540, 90.750) 1. An offer or sale of a security is exempt from the registration requirements of NRS 90.460 if it complies with the provisions of Regulation S of the Securities and E…

NAC 90.522 Nonissuer transaction for which designated registration statement filed with and declared effective by Securities and Exchange Commission. (NRS 90.540, 90.750) 1. A nonissuer transaction, whether or not effected through a broker-dealer, involving any class of an issuer…

NAC 90.525 Isolated transaction. (NRS 90.530, 90.750) For purposes of the exemption from registration provided by subsection 1 of NRS 90.530, a transaction is isolated if it does not occur more frequently, with respect to the same offeror or seller, than twice during any 12-month…

NAC 90.532 Offering of certain securities for which designated notice is filed within 15 days after first sale. (NRS 90.540, 90.750) An offering of securities is exempt from the provisions of NRS 90.460 and 90.560 if: 1. The securities are set forth in subsubparagraph (D) of subp…

NAC 90.534 Certain offers of securities made over the Internet or similar electronic system. (NRS 90.540, 90.750, 90.830) 1. An offer to sell or purchase a security that is made over the Internet, World Wide Web, or other similar proprietary or common carrier electronic system in…

NAC 90.536 Certain offers of securities made to accredited investors. (NRS 90.540, 90.567, 90.750) 1. Any offer to sell or the sale of a security by an issuer in a transaction that meets the requirements of this section is exempt from NRS 90.460 and 90.560 if the following condit…

NAC 90.538 Certain offers of securities made to solicit interest. (NRS 90.530, 90.540, 90.550, 90.750) 1. An offer to sell a security made by or on behalf of an issuer for the sole purpose of soliciting an indication of interest in receiving a prospectus or its equivalent for the…

NAC 90.540 Applicability. (NRS 90.750, 233B.050) The provisions of NAC 90.540 to 90.610, inclusive, govern practice and procedure before the Administrator in any proceeding under NRS 90.420, 90.510, 90.630, 90.800 or 90.820. (Added to NAC by Sec’y of State, eff. 4-22-88; A 10-16-…

NAC 90.545 Notice. (NRS 90.750, 233B.050) 1. Notice of any hearing or opportunity for hearing required in a proceeding before the Administrator must be: (a) Served upon each respondent and any other person designated by order of the Administrator, by personal service or by certif…

NAC 90.550 Representation by counsel. (NRS 90.750, 233B.050) 1. Any party to a proceeding before the Administrator is entitled to be represented by counsel. 2. Before filing an answer, a person who is not a member of the State Bar of Nevada but who is a member in good standing an…

NAC 90.555 Administrator’s staff to bring proceeding; respondent. (NRS 90.750, 233B.050) 1. The staff of the Administrator will bring any proceeding before the Administrator or his or her representative, may appear at any hearing, and have all rights of participation as a party t…

NAC 90.560 Complaint; summons; answer; default order; setting of hearing. (NRS 90.750, 233B.050, 233B.121) 1. Initial pleadings before the Administrator must be entitled complaint and answer. 2. The complaint described in subsection 1 must be served with a summons which sets fort…

NAC 90.565 Motions. (NRS 90.750, 233B.050) 1. Any motion and any reply thereto, except for a motion or any reply made during a hearing, must: (a) Be in writing; (b) Except in the case of a motion or opposition thereto for an extension of time or for additional discovery, contain …

NAC 90.570 Pleading, motion, opposition, reply or other paper: Filing and service. (NRS 90.750, 233B.050) 1. An original and two legible copies of any pleading, motion, opposition, reply or other paper must be: (a) Filed with the Administrator; and (b) Served on all parties to th…