Arkansas Administrative Code › Agency 006 - Department of Finance and Administration › Division 06 - Racing Commission › Rule 006.06.19-014 - CGR 14 Limited Partnership Licensees

Current through Register Vol. 49, No. 6, June, 2024
14.010
Definitions.
As used in Rule 14:
1.
			 "Capital account" as reflected on the books of the partnership shall mean the
			 partner's initial and any subsequent contributions to the limited partnership;
			 as increased by the partner's pro rata share of net income of the partnership;
			 and decreased by the partner's pro rata share of net losses incurred by the
			 partnership, as well as any draws or distributions to the partner of any kind
			 or nature.
2. Unless otherwise
			 specified, "Commission" means the Arkansas Racing Commission or the
			 Commission's designee.
3.
			 "Certificate of limited partnership" means the certificate referred to in Ark.
			 Code Ann. §
									4-47-201,
et seq.
, and the certificate as amended or restated, or in the
			 case of a foreign limited partnership, the substantial equivalent of a
			 certificate of limited partnership as required by the law of the jurisdiction
			 in which the limited partnership is formed.
4. "Contribution" means any cash, property,
			 services rendered, or a promissory note or other binding obligation to
			 contribute cash or property or to perform services, which a partner contributes
			 to a limited partnership in his or her capacity as a partner.
5. "Control," including the terms
			 "controlling," "controlled by" and "under common control with," means the
			 possession, direct or indirect, of the power to direct or cause the direction
			 of the management and policies of a person, whether through the ownership of
			 voting securities, by contract, or otherwise.
6. A "controlled affiliate" of a specified
			 person is another person which, directly or indirectly, is controlled by the
			 person specified.
7. A "controlling
			 affiliate" of a specified person is another person which, directly or
			 indirectly controls the person specified.
8. "Delayed licensing" means an approval
			 granted by the Commission to a limited partner of a limited partnership
			 licensee, enabling the limited partner to receive a share or percentage of
			 revenues derived from the conduct of gaming prior to the limited partner being
			 licensed.
9. "Holding company"
			 means, in addition to any corporation, firm, partnership, limited partnership,
			 limited-liability company, trust or other form of business organization not a
			 natural person which, directly or indirectly:
(a) owns;
(b) has the power or right to control;
(c) holds with power to vote any part of the
			 limited partnership interests, interests in a limited-liability company or
			 outstanding voting securities of a corporation which holds or applies for a
			 license, a limited partnership that owns or has the power or right to control
			 all or any part of the outstanding securities of a limited partnership that
			 holds or applies for a state Casino license.
10. "Limited partnership" means a partnership
			 formed by two or more persons pursuant to the terms of Title 4, Chapter 47 of
			 the Arkansas Code Annotated, having as members one or more general partners and
			 one or more limited partners.
11.
			 "Own," "hold" and "have" mean the possession of a record or beneficial interest
			 in a limited partnership.
12.
			 "Partnership agreement" means any valid, written agreement of the partners as
			 to the affairs of a limited partnership and the conduct of its
			 business.
13. "Sale" or "sell"
			 includes every contract of sale of, contract to sell, or disposition of, a
			 security or interest in a security whether or not for value. "Sale" or "sell"
			 includes any exchange of securities and any material change in the rights,
			 preferences, privileges or restrictions of or on outstanding
			 securities.
14. The term "security"
			 means any stock; membership in an incorporated association; partnership
			 interest in any limited or general partnership; bond; debenture or other
			 evidence of indebtedness; investment contract; voting trust certificate;
			 certificate of deposit for a security; 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, or warrant
			 or right to subscribe to or purchase, any of the foregoing. All of the
			 foregoing are securities whether or not evidence of indebtedness reported under
			 these Rules is a security.