fm2032 company probity form - liquor & gaming …...liquor & gaming nsw fm2032 company...

FM2032Company probity form

Liquor & Gaming NSW GPO Box 7060, Sydney NSW 2001 | T 1300 024 720 | W liquorandgaming.nsw.gov.au

Liquor & Gaming NSW

Page i of iii

Before you complete this form

What this form is forThe completed form will be used by Liquor & Gaming NSW (L&GNSW) to assess the suitability of a company to be concerned in or associated with the management and operation of a casino licence, gaming-related licence, wagering licence or Public Lottery licence.

How this application will be processedOn receipt of all the necessary information, L&GNSW will undertake a probity assessment. You (Principal Executive Officer or authorised company representative) may be required to be interviewed by L&GNSW inspectors or the NSW Police Force on one or more occasions. If required, the place and form of the interview will be advised and at the discretion of L&GNSW or the NSW Police Force. All persons to be interviewed are required to bear their own cost of travel and accommodation.

Warning about false or misleading information or incomplete disclosureEvery part of this form must be completed. The information you provide will be checked by various agencies. If you fail to fully disclose relevant matters, your application may be refused. Providing false or misleading material, information or documents to L&GNSW or any of its inspectors is a criminal offence. Your application may be refused, and you may be prosecuted or fined, or both. If the information you provide changes before the process is finalised, you must immediately give L&GNSW notice in writing specifying the details of the change.

How to complete this form1. This form must be completed by the principal executive officer or

an authorised company representative with the relevant company knowledge, who has been duly appointed by the company board/partners to complete this form.

2. Type or print in BLOCK LETTERS an answer to every question.3. If an electronic version of this form is being completed, information

supplied in response to a question may be inserted but no question, or the order of questions, is to be altered.

4. If a question does not apply or there is nothing to disclose state “Nil”.5. If there is insufficient space to answer a question, additional information

may be provided on an attachment page. When required to use an attachment page precede each answer with the title applicable to that question and PRINT the company name on the page.

6. All dates should be completed in the form: Day / Month / Year.7. This form is to be completed in the English language. Any documents

which are required to be provided and which are in a language other than English, are to have a certified English translation appended.

Need more information? liquorandgaming.nsw.gov.au assurance.integrity@

liquorandgaming.nsw.gov.au

How to lodge this form assurance.integrity@

liquorandgaming.nsw.gov.au Please include ‘FM2032 Company probity form’ in the subject line.

Liquor & Gaming NSW Att: Revenue Assurance & Integrity Unit GPO Box 7060 Sydney NSW 2001

Please mark your envelope ‘CONFIDENTIAL’. You can provide relevant documents on a USB stick or CD.

Please provide all pages of this application and supporting documents. There’s no need to attach these introduction pages.

Your privacyWe will handle your personal information in accordance with the Privacy and Personal Information Protection Act 1998. It is being collected by Liquor & Gaming NSW and will be used for the purpose of processing your application and may be disclosed to other Government agencies for this purpose. General information about your application may be published on an electronic noticeboard and information about the application, if granted, on a public register. Providing this information is voluntary, but where relevant information is not provided this may lead to your application being refused, delayed or not further considered. You have the right to request access to, and correct details of, your personal information held by us. You can access further information on privacy at liquorandgaming.nsw.gov.au.

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mailto:%07contact.us%40liquorandgaming.nsw.gov.au?subject=

mailto:assurance.integrity%40liquorandgaming.nsw.gov.au?subject=


mailto:individual.licensing%40olgr.nsw.gov.au?subject=



http://www.liquorandgaming.nsw.gov.au

Before you complete this form continued

Liquor & Gaming NSW GPO Box 7060, Sydney NSW 2001 | T 1300 024 720 | W liquorandgaming.nsw.gov.au Page ii of iii

8. Documents or other information sought from authorities in Australia may not be applicable to a company which has been incorporated in another country or which originates from a company located overseas. In such cases the documents or equivalent information should be obtained from the relevant authority of that country.

9. Note that in this form a reference to a person includes reference to a corporation.

10. Persons completing this form should be aware that probity assessments will not be commenced until required information is provided. In addition, a probity assessment may be halted where additional information sought is not provided in a timely manner.

Pre-lodgement checklistBefore submitting this form please complete the following checklist

I have answered all questions in writing; I have answered all questions completely (including ‘Nil’ if nothing to disclose);

I have completed and signed the Authority for Release of Information (page) and the Declaration (page)

I have attached the following: a copy of the authorising minutes or corporate entity’s written authorisation (if this form is not completed by company Director/Secretary);

a brief history of the company; ASIC/New Zealand Securities Commission historical report a Statement of Company Records; a flow-chart of the company Corporate Structure; a diagram or table identifying Management Structure; a description of the largest 20 shareholders; a copy of the company’s Constitution or equivalent; copies of the audited financial statements for the last three (3) years; copies of tax returns for the last three (3) years; copies of the Annual Reports for the last three (3) years; a copy of the Trust Deed; a schedule of all loan agreements; a schedule of all lease agreements; a schedule of all licensing agreements; a schedule of all gaming licences held by the applicant.

Note An overseas equivalent of the above listed records is acceptable

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Liquor & Gaming NSW GPO Box 7060, Sydney NSW 2001 | T 1300 024 720 | W liquorandgaming.nsw.gov.au Page iii of iii

Copies of all documents must be certified copies.

A document can be certified by: • An accountant (member of a recognised professional accounting body or

a Registered Tax Agent). • A person listed on the roll of the Supreme Court of a State or Territory or

the High Court of Australia as a legal practitioner. • A barrister, solicitor or patent attorney. • A police officer. • A postal manager. • A principal of an Australian secondary college, high school or

primary school. • A medical practitioner. • A Justice of the Peace (with a registration number in the State in which

they are registered). • A minister of religion (registered under Subdivision A of Division 1 of Part

IV of the Marriage Act 1961).

Certified documentsThe certified copy must include the statement “I certify that this is a true copy of the original document”. The certifier must also include their full name, signature, date, registration number (if any) and qualification or occupation which makes them eligible to certify documents.

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Page 1 of 14Liquor & Gaming NSW FM2032 Company probity form

FM2032Company probity form Liquor & Gaming NSW

Part 1 Company information - Information to be provided as attachments

The following attachments must accompany this form:1A. Confirmation of the appointment of the authorised

person completing this form A copy of the company minute or resolution, or the

written agreement of the board/partners, appointing the person authorised to complete this form on behalf of the applicant.

1B. A brief company history Provide details of the original purpose and business of

the company, the names of the founders, what funds were initially used as working capital and the source of the funds.

1C. Australian Securities and Investments Commission (ASIC) historical report (or overseas equivalent)

The historical organisational extract from ASIC or an overseas equivalent.

1D. A “Statement of Company Records” to be prepared and signed by a Certified Practicing Accountant (CPA), Chartered Accountant, registered company auditor or an overseas equivalent

This statement should: (i) certify that the company’s records are up to date

and, where applicable, in agreement with ASIC records (or an overseas equivalent). Company records include such records as share registers, Company Constitution or equivalent, register of directors, secretaries and managers, minutes of company meetings, financial reports, annual returns; and

(ii) identify tax returns due and outstanding.

1E. A flow-chart supported by written text explaining the corporate structure in which the company exists

Details should include the shareholding (including % of shareholding ownership), the principal business and the names of the directors of each company within the corporate structure and its relationship with other enterprises such as principal holdings, subsidiaries, joint ventures and the like.

1F. A diagram or table identifying Management Structure This should identify the specific divisions of

the company together with the management personnel and their title (clarify executive and senior management).

1G. A description of largest 20 shareholders (must include all shareholders who hold 5% or more of the company)

Details should show the full name of each shareholder and the relevant number and percentage of shares held. (If shares are held in trust, both the trustee and beneficiaries who have a relevant interest are to be shown).

1H. Certificate of Incorporation and Constitution If the applicant is incorporated, a copy of the

applicant’s Constitution or equivalent and the Certificate of Incorporation and each Certificate of Change of Name of Company.

1I. Financial Statements Audited copies of the financial statements for the

company and any holding company, for the last three (3) years.

The financial statements must include: • a Statement of Financial Position (balance sheet); • a Statement of Financial performance (profit and

loss statement); • a cash flow statement to be accompanied by

explanatory notes; and • a list of creditors.

1J. Taxation returns A copy of the last three (3) years tax returns.1K. Annual Reports A copy of the Annual Reports (including annual reports

to ASIC or overseas equivalent) of the company for the last three (3) years, if applicable. If not applicable, provide reasons.

1L. Trust Deed Copy of any trust deed of which the company is either

a trustee or beneficiary together with a copy of the financial statements including notes to the accounts for the last three (3) years.

OFFICE USE ONLY FM2032

By Mail eMail

Date lodged DD / MM / Y YYY

Finalised by

Date finalised DD / MM / Y YYY

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Acknowledgement and undertaking

The company notes and acknowledges that the information requested in this Company History Form may not satisfy the probity requirements of the regulator of the jurisdiction, that further information may be requested and that the company undertakes to supply any such information.

Part 2 Company information - Information to be provided within this form

2A Company details

(i) Full name of company as currently incorporated

(ii) Place of incorporation

(iii) Date of incorporation

DD / MM / YYYY

(iv) Australian Business Number (ABN) (or overseas equivalent – please specify)

(v) List all previous business names used by the company

(vi) Principal place of business address

Suburb/town/city

State Postcode

1M. Loan Agreements A schedule of all loan agreements >$200,000 from

any person, company or institution from which the company has current loans or has obtained funds on loan during the last five (5) years.

The schedule is to include the following headings in tabular† form: • Name of Lender • Amount approved • Purpose of Loan • Date of Commencement • Expected Final Repayment Date • Secured/Unsecured (details of security) • Term of Loan • Loan Repayments • Interest Rate

1N. Lease Agreements A schedule of all financial and operating lease

agreements of all assets > $100,000. (A copy of all property leases are to be attached).

The schedule is to include the following headings in tabular† form: • Lessor • Lessee • Term of lease • Residual • Purpose of Lease

1O. Licensing Agreements A schedule of licensing agreements held by the

company. The schedule is to include the following headings in

tabular† form: • Purpose • Parties to the agreement • Term of the agreement • Consideration for agreement

1P. Gaming Licences A schedule of all places that the company has

involvement in gaming and a list of gaming licences held by the company (including gaming licences the company has a material interest in).

The schedule is to include the following headings in tabular† form: • Nature of Licence • Location • Licence number

†Example of tabular form -

Heading Heading Heading

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Number of years at this address

Contact phone

Fax number

Email

Website

(vii) Business Postal address

Suburb/town/city

State Postcode

(viii) Nominated contact person (This person will be required to act as an intermediary between the investigation officers and the company)

Business phone

After hours phone

Mobile

Email

(ix) List the following details for each current director, company secretary and any other officeholder (including members of the management board, supervisory board or any other body, by whatever name called) as well as the Chief Executive Officer.

Name Position Residential address Place and date of birth

Relevant Board (if applicable)

Date of Appointment

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

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(x) List the following details for each director and other officeholder (including members of the management board, supervisory board or any other body, by whatever name called) who has ceased to hold office during the last three (3) years

Name Last known residential address Date of Cessation Former Position Held

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

(xi) Apart from those identified in Questions (ix) and (x) above and the largest shareholders (as advised by attachment – see Part 1, item “H” of this form), does any person or organisation either directly or indirectly have a controlling interest or significant influence in the company? (This may include but is not limited to a finance provider.) (e.g. a financial provider, spouse of the shareholder etc.)

No Yes please provide details:

(xii) Name of the holding entity and the ultimate holding entity of the company:

(xiii) Does the company have any other company or person who is not a related entity acting on its behalf in Australia or overseas?

No Yes please provide full details:

(xiv) Is the company a trustee of any trust?


(a) Name(s) of Trust:

Address

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Suburb/town/city

State Postcode

Type of Trust (tick one only): Discretionary Trust; Unit Trust; Other

(b) List below details of the individuals and/or entities that are beneficiaries or unit holders of the Trust:

Full name Ownership (if applicable) Year of Last Income Distribution

% of total units held (if applicable)

Amount of last income distribution

(c) Specify which of the beneficiaries/unit holders of the Trust received 10% or more of the Trust’s income distribution in any one of the last three (3) years:

(xv) Is the company or the ultimate holding entity of the company listed on the Australian Stock Exchange (or overseas equivalent)?

No Yes complete the following:

(a) Advise the company’s Stock Exchange Listing Code (or equivalent)?

(b) Has the listed company ever been investigated, fined, suspended or reprimanded for breaches of the Australian Stock Exchange (or overseas equivalent) listing rules?


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(xvi) List the following details for each company auditor and external accountant engaged over the last three (3) years:

Firm/Company Address Period of Engagement

(xvii) Commencing with the current state and country (working backwards), list all the states and countries in which the company has conducted business over the last 10 years.

State and CountryDates Business Conducted

From To

DD / MM / YYYY DD / MM / YYYY








2B Law enforcement and court action

(i) Has the company, any holding or subsidiary company in Australia or elsewhere, been found guilty of an offence, (including but not limited to: - criminal, taxation and gaming irrespective of whether a conviction was subsequently recorded) fined or been issued with an infringement notice?


The offence Date of offence

Court, Tribunal, Commission or Authority of competent jurisdiction & Date (if applicable)

Result (if any imposed)

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

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(ii) Has any office holder or employee of the company, acting in that capacity, in Australia or elsewhere, been found guilty of an offence, (including but not limited to: - criminal, taxation and gaming irrespective of whether a conviction was subsequently recorded) fined or been issued with an infringement notice?


The offence Date of offence



DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

(iii) Excluding injury claims and worker compensation:

(a) has the company, any holding or subsidiary company in Australia or elsewhere, in the last 10 years, had a judgement made against them in respect of any civil proceedings?


Civil Action Date of court action



DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

(b) are there any claims or litigation matters currently in progress or pending by or against the company?


Civil Action Date of court action



DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

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(iv) Has the company, any holding or subsidiary company at any time:

(a) been placed into liquidation, receivership, scheme of arrangement or under other formal insolvency administration;


(b) had an agent for the mortgagee appointed?


(v) Has the company, any holding or subsidiary company been the subject of any investigation by any government authority, i.e. by any State or Commonwealth authority or department (or by any overseas equivalent)?


(vi) Has the company, any holding or subsidiary company ever had any licence, certificate, authority or approval issued by a government agency in Australia or elsewhere relating to the conduct of gaming or any other business terminated, denied, suspended, revoked or disciplinary action taken?


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(vii) Is or has the company, any holding or subsidiary company, a director of the company or any holding or subsidiary company, being or been investigated by any taxation authority in any country?


(viii) Is or has the company, any holding or subsidiary company, a director of the company or any holding or subsidiary company, being or been investigated by any gaming authority in any country?


2C Financial

(i) Of the loans outlined in the Loan Agreements schedule (as advised by attachment – see Part 1, item “N” of this form), is there any relationship between the company and the lender


(ii) Has there been any material change to the financial situation of the company or its holding company since the last accounts for the company were made up which could impact upon the company’s operations?


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(iii) List the following details of all Australian and other overseas bank accounts operated by the company:

Account Name Purpose of Account Bank, Branch and Country Account Number

(iv) Has any person, entity or organisation provided a guarantee for $50,000 or more for the company?

No Yes please provide details below (include the

name of the guarantor and the nature, terms and amount guaranteed):

(v) Has the company provided a guarantee for $50,000 or more for any person, entity or organisation?

No Yes please provide details below (include the

name of the debtor and the nature, terms and amount guaranteed):

(vi) Is the company currently in default of any debt incurred solely or jointly in the company’s name? Include details ONLY where payment is overdue or in arrears.

No Yes complete the following table (Note: All amounts must be stated in Australian currency):

Financial Institution or creditor Amount owing (total amount)

Amount in default (total amount)

Date payment was due

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

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2D Gaming and liquor licensing history

(i) Prior to this date, has the company, any holding company or other related body corporate in Australia or elsewhere, ever made an application or intended to make application to apply for a licence for any of the following or been associated with the ownership, administration or management of the following:(a) a casino;(b) keno or lottery operations;(c) interactive or online gambling;(d) race wagering or sports wagering operations;(e) bookmaking;(f) club, hotel, tavern or other liquor operation;(g) the manufacture, assembling, selling, distributing, importing, supplying, repairing or operation of gaming machines,

lucky envelope machines or other amusement devices;(h) any gambling monitoring operator(i) charitable gaming e.g. art unions, bingo etc.(j) approved testing facilities, provision of software, service contractors(k) any other gaming activity

No Yes please provide details in the following table:

Type Nature Date of Approval

Location of Activity

Name of Regulator

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

(ii) Has the company, any holding company or other related body corporate had any interest, financial or otherwise, or provided financial assistance or other support with any person or business that is involved with the ownership, administration or management of:(a) a casino;(b) keno or lottery operations;(c) interactive or online gambling;(d) race wagering or sports wagering operations (including);(e) bookmaking(f) club, hotel, tavern or other liquor licensee;(g) the manufacture, assembling, selling, distributing, importing, supplying, repairing or operation of gaming machines,

lucky envelope machines or other amusement devices;(h) any gambling monitoring operator(i) charitable gaming e.g. art unions, bingo etc.(j) approved testing facilities, provision of software, service contractors(k) other gaming activity

No Yes please provide details in the following table:

Type Nature Date of Approval

Location of Activity

Name of Regulator

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

DD / MM / YYYY

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(iii) Has the company, any holding company or other related body corporate been subject to a due diligence investigation or probity investigation by any law enforcement authority or government regulator?

No Yes please provide details including the name of

the investigating authority, purpose of probity and date of investigation:

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Part 3 Declaration

On behalf of (company name),

I, Full name of person

Company principal address

Suburb/town/city

State Postcode

do by solemnly declare and affirm that • I have been authorised by the Company to personally

complete this Company Probity Form or to supply all the information indicated herein.

• I have made all reasonable enquiries to ascertain the information to permit me to correctly complete this application.

• I have personally checked the correctness of all the answers given in this application.

• The answers are true and correct and I have not omitted any material matter in providing the answers.

• I understand it is an offence if I fail to immediately notify the Authority in writing of any changes to the information supplied in this application which occur before the application is determined.

Declared at (address where declaration is witnessed and signed by declarant and JP):Address

Suburb/town/city

State Postcode

Signature

Date

DD / MM / YYYY

3A Witness details

Name (Justice of the Peace/Legal Practitioner/Notary Public)

Registration number

Signature

Date

DD / MM / Y YYY

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Appendix

Authority for release of information1. I authorise Liquor & Gaming NSW, Department of

Customer Service and the New South Wales Police Commissioner, to make investigations about the company for the purposes of determining its suitability for the purposes of licensing or in relation to an existing licence under the Gaming Machines Act 2001, Public Lotteries Act 1996, Totalizator Act 1997 and Casino Control Act 1992 (“the Acts”).

2. Authorise any person conducting any investigations or enquiries on behalf of Liquor & Gaming NSW, Department of Customer Service, for the purposes of the Acts, including any officer of Liquor & Gaming NSW, or the NSW Police Force (“Authorised Person”), to obtain any information and make any investigations or enquiries which relate to the company and may be relevant to any of the purposes of the Acts in any jurisdiction.

3. Authorise an officer of any Australian or overseas law enforcement agency, regulatory body or financial institution (whether located in or outside of Australia) to whom a copy of this authority is presented to allow any Authorised Person to inspect and obtain copies of, or to release to any Authorised Person, any record, document or other information of any kind in written, electronic or any other form, which relates to the company and is held by any law enforcement agency, regulatory body or financial institution .

4. Those bodies may include, but are not limited to, the Australian Tax Office (ATO), Australian Securities and Investments Commission (ASIC), Australian Federal Police (AFP), Foreign Investment Review Board (FIRB), Australian Transaction Reports and Analysis Centre (AUSTRAC), Australian Criminal Intelligence Commission (ACIC), Border Force and their overseas equivalent.

5. The information held by these bodies may include, but is not limited to financial records, personal and criminal history, probity assessments and approvals.

6. Will at all times sufficiently indemnify those officers referred to in “3” above and the Authorised Person and keep those officers referred to in “3” above and the Authorised Person indemnified against all liability in respect of the supply or publication of the information and against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken against those officers referred to in “3” above and the Authorised Person or incurred or become payable by the Authorised Persons in respect thereof.

On behalf of (company name),

I, Full name of person

Position

Company principal address

Suburb/town/city

State Postcode

Signature

Date

DD / MM / YYYY

Witness details

Name

Address

Suburb/town/city

State Postcode

Signature

Date

DD / MM / YYYY