(a)

1. (1) Except as otherwise provided in this section, each manager of a limited liability company holding company must be licensed.
2. (2) Each member of a limited liability company holding company must be licensed if the member owns more than five percent (5%) of any licensee owned by the limited liability company holding company, except to the extent delayed licensing is approved by the Arkansas Racing Commission.
3. (3) For the purposes of this section, “own” means the possession of a record or beneficial interest in any business organization.

(b)

1. (1) All members which own five percent (5%) or less of any licensee owned by the limited liability company holding company must register in that capacity with the commission and affirmatively state in writing that they submit to the commission’s jurisdiction.
2. (2) Such registration must be made on forms prescribed by the commission.
3. (3) A member who is required to be registered by this section shall apply for registration before the member obtains an ownership interest in the limited liability company holding company.

(c)

1. (1) A manager of a limited liability company holding company is not required to be licensed and must register in that capacity with the commission if the limited liability company holding company is not, directly or indirectly, a general partner or manager of any licensee and does not control any licensee.
2. (2) A manager who is required to be registered by this section shall apply for registration within thirty (30) days after the manager assumes office.

(d) If the commission finds a member or manager unsuitable, denies an application of the member or manager, or revokes an approval of the member or manager, the member, manager, and the limited liability company holding company shall comply with the following:

1. (1)

   1. (A) If at any time the commission finds that any person owning, controlling, or holding with power to vote any part of any class of security of, or any interest in, any holding company or intermediary company is unsuitable to be connected with a licensed gaming enterprise, it shall so notify the unsuitable person, the holding company or intermediary company, or both.
   2. (B) The unsuitable person shall immediately offer the security to the issuing corporation, or the interest to the firm, partnership, trust, or other business organization, for purchase.
   3. (C) The corporation shall purchase the security so offered, or the firm, partnership, trust, or other business organization shall purchase the interest so offered, for cash at fair market value within ten (10) days after the date of the offer; and

2. (2) Beginning upon the date when the commission serves notice of a determination of unsuitability, it is unlawful for the unsuitable person:

   1. (A) To receive any dividend or interest upon any such securities, or any dividend, payment, or distribution of any kind from any holding company or intermediary company;
   2. (B) To exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting right conferred by such securities or interest; or
   3. (C)

(i) To receive any remuneration in any form from the corporation, partnership, limited partnership, limited liability company, or other business organization holding a license or from any holding company or intermediary company with respect thereto, for services rendered or otherwise.

1. (ii) If any officer, employee, director, partner, principal, manager, member, trustee, or direct or beneficial owner required to be found suitable fails to apply for a finding of suitability or a gaming license within thirty (30) days after being requested to do so by the commission, is not found suitable or is denied a license by the commission, or if his or her license or the finding of his or her suitability is revoked after appropriate findings by the commission, the holding company or intermediary company, or both, shall immediately remove that person from any position in the administration or supervision of, or any other significant involvement with, the activities of a licensee.

   1. (iii) If the commission suspends the suitability or license of any officer, employee, director, partner, principal, manager, member, trustee, or owner, the holding company or intermediary company, or both, shall, immediately and for the duration of the suspension, suspend the person from performing any duties in administration or supervision of the activities of the licensee and from any other significant involvement therewith.

(e) An application for registration with the commission shall:

1. (1) Include a completed application for registration form as prescribed by the commission;
2. (2) Include fully executed waivers and authorizations as determined necessary by the commission to investigate the registrant;
3. (3) Include an affirmative statement that the registrant submits to the jurisdiction of the commission;

4. (4) Include an affirmative statement that the registrant has no intent to exercise control over the licensee other than:

   1. (A) To vote the registrant’s shares in the ordinary course; and
   2. (B) If applicable, to take action in another licensed capacity under commission rules that are not prohibited by any commission rule;

5. (5)

   1. (A) Include the fingerprints of the registrant for purposes of investigating the registrant’s criminal history.
   2. (B) Such fingerprints shall be provided in a form and manner acceptable to the commission.
   3. (C) The commission, in the commission’s sole and absolute discretion, may waive this requirement upon a written request which specifically sets out the reasons for the request for waiver;

6. (6) Be accompanied by a fee to cover registration investigation costs as follows:

   1. (A) For registrations related to two (2) or fewer restricted licenses, an investigative fee in the amount of five hundred fifty dollars ($550); and

   2. (B)

      1. (i) For all other registrations, an investigative fee in the amount of two thousand five hundred dollars ($2,500).
      2. (ii) This fee does not include the application fee or investigation costs should the commission require the registrant to apply for licensure; and
7. (7) Include such other information as the commission may require.

(f)

1. (1) The commission may require a member or manager who is required to be registered by this section to apply for licensure at any time in the commission’s discretion by sending notice through the United States Postal Service to the registrant at the address on the registrant’s registration on file with the commission and to the limited liability company holding company at the address on file with the commission.
2. (2) A member or manager shall apply for licensure as required by the commission within forty (40) days of the member or manager’s receipt of notice.
3. (3) The notice shall be deemed to have been received by the member or manager five (5) days after such notice is deposited with the United States Postal Service with the postage thereon prepaid.

(g)

1. (1) Upon receipt of a completed application for registration with the commission, the application shall be placed on an agenda for consideration by the commission not later than the first regular monthly commission agenda following the expiration of one hundred twenty (120) days after the commission receives the completed application for registration with the commission.

2. (2)

   1. (A) At the meeting in which the commission considers the application, it shall register the person with the commission, decline to register the person with the commission, or refer the application back to staff.
   2. (B) At the meeting in which the commission considers the application, it may also recommend the commission require the person required to be registered by this section to apply for licensure.
   3. (C) If the commission declines to register a person pursuant to this subsection, such action in so declining to register a person with the commission shall not be considered a denial under the act.
3. (3) A person who has the person’s application for registration with the commission declined or referred back to staff may file an application for licensure even if not required to do so by the commission.

(h) If a member or manager of a limited liability company holding company is also a holding company and is required to register with the commission under this section, the member or manager is not also required to register with the commission as a subsidiary unless the commission requires the member or manager to apply for licensure.

1. (i)
2. (1) In enacting this subpart, the commission finds that waiver is appropriate to the extent required by this section.
3. (2) In making these waivers, the commission finds such waivers are consistent with state policy because such waivers are for purposes including but not limited to fostering the growth of the gaming industry which is vitally important to the economy of the state and the general welfare of its inhabitants and broadening the opportunity for investment in gaming.
4. (3) The commission further finds such waivers do not diminish the commission’s roles in strictly regulating gaming and effectively controlling the conduct of gaming by business organizations because the commission still requires, at a minimum, registration with the commission of all persons involved with gaming and may call such persons subject to registration with the commission forward for licensure, registration with the commission, or findings of suitability.

(j)

1. (1) Upon the commission requiring a member or manager who is required to be registered by this section to apply for licensure, the member or manager does not have any right to the granting of the application.
2. (2) Any license hereunder is a revocable privilege, and no holder acquires any vested right therein or thereunder.
3. (3) Judicial review is not available for decisions of the commission made or entered under the provisions of this section.