N.J. Admin. Code § 13:69A-5.6C

Current through Register Vol. 56, No. 21, November 4, 2024

Section 13:69A-5.6C - Multi-Jurisdictional Business Form-Casino Company; Casino Holding and Intermediary Company

(a) A Multi-Jurisdictional Business Form (MJBF) shall be in a format adopted by the Division and prescribed by the International Association of Gaming Regulators and may require the applicant to provide the following information:

1. The name and registered business address of the applicant and all addresses where principal activities of the applicant are conducted;

2. The name, phone number, website, and e-mail address of a primary and alternate person to be contacted in reference to the application;

3. The date and place of incorporation or formation, type of business entity, and business registration or incorporation number;

4. A description of the company purpose and background, a copy of the company's business plan, and copies of the following documents and any amendments thereto:

i. Certificate of incorporation;

ii. Constitution or memorandum of association;

iii. Articles of association;

iv. Trust documents (including type of trust, trust beneficiaries, and trust deed); or

v. Any other formation documents;

5. A description of the applicant's history and activities, all trading names and trademarks under which the applicant, its holding company, and subsidiaries have operated for the last 10 years, and the dates of use;

6. A description of applications by the applicant, its parent, or any subsidiary for a license or permit issued by a government agency charged with regulating gambling or other regulated activities not related to games of chance;

7. Details of all companies related to the applicant as intermediary, holding, and subsidiary companies, including, but not limited to:

i. The entity registration number;

ii. The place, country, and date of incorporation;

iii. A description of the business, including principal products, services, markets, and methods of distribution; and

iv. A current corporate structure chart depicting the relationships of all related companies;

8. A description of any former business the applicant and its related companies was engaged in during the last 10-year period and the reason for cessation of such business, including relevant timeframes;

9. All addresses where the applicant has been registered or conducted business for the past 10 years with relevant timeframes;

10. The full name and date of birth of each current director, secretary, principal executive officer, executive officer, and senior management personnel;

11. The name, title, address, and date and country of birth of former officers, directors, partners, trustees, and company secretaries, and the dates such position was held during the last 10 years and reason for leaving;

12. The name and address of the applicant's auditors and accountants, the dates such position was held during the last 10 years, and details of any investigations conducted regarding misconduct;

13. The name and address of legal consultants, advisers, or solicitors engaged during the last 10-year period and a description of the services rendered, including relevant timeframes;

14. A description of any joint venture arrangement between the applicant and any other company regarding the development, ownership, management, or operation of any casino, gaming, wagering, junket, gaming machine manufacturer/supplier, or test service provider during the last 10-year period, including the name of the joint venture entity and relevant timeframes;

15. A description of the nature, type, number of shares, and average value per share of all classes of securities or other ownership interests issued by the applicant including voting rights;

16. The name, address, and principal activities of all branch offices not identified elsewhere on the application;

17. The name and address of all persons with whom the business entity has contracts or agreements of $ 250,000 or more in value or who have supplied goods and services having a value of $ 250,000 or more within a recent timeframe, and the nature of such contract or the goods and service provided;

18. The name of any person or company acting on the applicant's behalf, including lobbyists, in this jurisdiction, that is, the State of New Jersey or, elsewhere, and the nature of that representation;

19. As to the last 10 year-period, set forth whether the applicant, its parent, or any subsidiary, director, officer, employee, or any third-party acting for or on behalf of the business entity has made or received any bribes or kickbacks or made or received payments alleged to have been bribes or kickbacks to any employee, company, organization, or government or public official, foreign or domestic, to obtain favorable treatment or to obtain a competitive advantage, and if so, the following information is to be provided:

i. The name of the offering party;

ii. The name of the receiving party;

iii. Details of the transaction;

iv. Total amount of the bribe or kickback; and

v. Date of the transaction;

20. As to the last 10-year period, set forth whether the applicant, its parent, or any subsidiary, related company, director, officer, employee, or any third-party acting for or on behalf of the applicant has performed any of the following transactions and if so, the name of the offering and receiving party and details of the transaction, including total amount and date:

i. Donated or loaned the business entity's funds, property, or anything of value for the purpose of opposing or supporting any government, political party, candidate, or committee either foreign or domestic; or

ii. Made any loans, donations, or disbursements to any of its directors, officers, employees, or third parties for the purpose of making political contributions or reimbursing such individuals for political contributions either foreign or domestic;

21. As to the last 10-year period, set forth whether the applicant, its parent, or any subsidiary maintained a bank account, either domestic or foreign, not reflected on the books or records of the business entity, and if so, the name of the company, the name, place, and country of the bank, the account number and type, and details of the account;

22. The following information for each account held in the name of a nominee for the business entity for the last 10 years:

i. The name and address of the bank, savings and loan, or other financial institution whether foreign or domestic;

ii. The type of account;

iii. The account number;

iv. Details of the account; and

v. Account holder name;

23. The names and addresses of any current or former directors, officers, employees, or third parties who would have knowledge or information concerning (a)19, 20, 21, and 22 above;

24. A copy of any applicant credit ratings published by companies such as Dun & Bradstreet, Standard & Poors, Moody's, or Fitch, and a copy of the applicant's credit or analyst report;

25. A copy of each of the following:

i. All of applicant's audited and/or published financial statements prepared in the last five years, including, but not limited to, income statements, balance sheets, statements of sources, and applications of funds, including notes to the accounts and any exceptions taken to such statements by an independent auditor retained by the applicant and the management response thereto;

ii. All unaudited financial statements prepared in the last five years if entity does not normally have its financial statements audited;

iii. Interim financial statements if the current year audited statements are unavailable;

iv. Annual reports of the applicant for the last five years; and

v. Annual tax returns for the last five years that were provided to the local, Federal, or foreign regulators;

26. The name and address of any persons, companies, or institutions from which the applicant has current loans or has obtained loans for the past five years, the date, amount, and purpose of the loan, and copies of all loan and finance agreements;

27. The names of individuals who are being compensated more than $ 250,000, including the amount of compensation for the last fiscal year and the form of compensation;

28. The bank name, account number, branch, and authorized signatories for all bank or other financial institution accounts held by the applicant for the last 10 years;

29. The name of each casino, gaming, betting, or similar company in which the applicant or any of its related companies holds securities or other investments, including loans, warrants, debts, and equity holdings, and the details of those investments;

30. Provide the following, if requested:

i. Income tax returns, including confirmation by tax authorities that the applicant has complied with tax laws;

ii. Minutes of shareholders and directors meetings;

iii. Information relevant to published financial statements; and

iv. Authorization to release any other information reasonably required by the Division;

31. The name of any person that has or will have an interest in the ownership or other beneficial interest of the relevant gaming business that is registered under the applicant's name and details of that interest;

32. The name of any party holding a debt to be repaid by the applicant or that has forgiven a debt of $ 100,000 or greater for the past five years, the date of the debt/forgiveness, and the amount of the debt;

33. A description of any insurance claims in the amount of $ 500,000 or greater made by the applicant in the last five years, including the date and amount of the claim;

34. Details of any bonus, profit sharing, pension, retirement, deferred compensation, and similar plans operated by the applicant, including the name, address, and specifications of the plan and trustee;

35. If the applicant or its related companies are publicly listed:

i. The name of any securities exchanges on which the applicant is listed;

ii. Copies of announcements to any stock exchange by the applicant, its parent company, or its related companies for the past five years; and

iii. Names of regulatory authorities for the applicant, including, but not limited to, law enforcement, gaming, and financial regulators;

36. A description of any criminal, administrative, and investigatory proceedings in any jurisdiction, involving the business entity and each director, trustee, or officer, including the name of case and docket number, the date and nature of charge or complaint, the name and address of the law enforcement agency involved, and the disposition and sentence, for each of the following:

i. Any indictment, charge, or conviction for any criminal or disorderly persons offense; and

ii. Any criminal proceeding in which such person has been a party or has been named as an unindicted co-conspirator;

37. A description of existing civil litigation in any jurisdiction, to which the business entity, its parent or any subsidiary is a party, if damages are reasonably expected to exceed $ 100,000, except for claims covered by an insurance policy, including the title and docket number, name and location of the court, the parties, and the general nature of the claims;

38. The name of the company and details of the inquiry, including the approximate dates of the investigation, if the applicant or any of its related companies have been the subject of derogatory findings arising out of a royal commission, judicial inquiry, or other governmental inquiry;

39. The title of the case and docket number, date filed, name and address of court or agency, and the nature of judgment or relief and the date entered, for each bankruptcy or insolvency petition filed by or against the applicant or its related companies in the last 10-year period;

40. The name of the company and date and details of each charge brought against the applicant or its related companies or officers of the applicant or its related companies as a result of an administrator, receiver, or liquidator being appointed;

41. The name of the company, date, and details of any agreement or arrangement that the applicant or its related companies has entered into with its creditors to forestall receivership, liquidation, or insolvency;

42. The name of the company, date, and details of any appointment of an administrator, receiver, manager, liquidator, or provisional liquidator to the applicant or its related companies due to insolvency;

43. A description of any investigation or issuance of show cause notices, consent notices, consent agreements, fines, and other disciplinary actions by any casino, gaming, or betting regulatory body conducted or issued due to the insolvency of the applicant or a related company, including the date and outcome of any such investigation or issuance of notices;

44. Copies of all quarterly, semi-annual, or annual reports prepared for submission to government agencies in the last 10-year period;

45. Copies of any legally-required reports submitted to government agencies in relation to any debt or equity offerings in a recent period, excluding those provided in response to other questions on the application;

46. The name of an applicant or any related company that has been fined, suspended, or reprimanded for breaches of any stock exchange listing rules, including dates, details, judgment, order, consent decree, or consent order pertaining to violation or alleged violation of Federal antitrust, trade regulation, securities laws, or similar laws, in any jurisdiction; and

47. The name and address of the court or other agency, the date, nature, and disposition of the proceedings and investigation, whether a civil or contempt citation was issued, and the disposition of the contempt citation, if the business entity or any of its subsidiaries, directors, trustees, or officers ever refused to testify before, to answer a question asked by, or to take a polygraph exam administered by any governmental agency, court, committee, royal commission, charging body, grand jury, or investigatory body, including, but not limited to, municipal, state, county, province, Federal, and national bodies.

N.J. Admin. Code § 13:69A-5.6C

Adopted by 50 N.J.R. 602(a), effective 1/16/2018