reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 2 - Issuer Transactions › Section 25117.

25117. (a) An evidence of indebtedness, and the purchasers or holders thereof, shall be exempt from the usury provisions of Section 1 of Article XV of the California Constitution if (1) the evidence of indebtedness is rated or provisionally rated by Standard & Poor’s Corporation as AAA, AA, A, BBB, or investment grade commercial paper, or by Moody’s Investors Service, Inc. as Aaa, Aa, A, Baa, or investment grade commercial paper, including any such ratings with “+” or “—” designation or other variations that occur within these ratings, or has a rating or a provisional rating by another nationally recognized rating agency or system, which rating and agency or system have been certified by rule or order of the commissioner, or (2) the issuer thereof either (A) has any security listed or approved for listing upon notice of issuance on a national securities exchange, if the exchange has been certified by the commissioner, pursuant to subdivision (o) of Section 25100, or (B) meets each of the following requirements:
(i) The issuer is a corporation which is subject to Section 13 of the Securities Exchange Act of 1934.
(ii) The issuer had total shareholders’ equity of at least one million dollars ($1,000,000) at the end of its most recent fiscal year, and had consolidated net income, after all charges, including taxes and extraordinary losses, and excluding extraordinary gains, of at least five hundred thousand dollars ($500,000) for three of its last four fiscal years, including its most recent fiscal year. The determination of total shareholders’ equity and net income shall be determined in conformity with generally accepted accounting principles applicable to that fiscal year or years, on a consolidated basis, or (3) the evidence of indebtedness is issued by any corporation all of the outstanding shares of which are owned by an issuer which meets the requirements of subparagraph (A) or (B) of paragraph (2).
(b) This section creates and authorizes a class of transactions and persons pursuant to Section 1 of Article XV of the California Constitution.
(c) Any evidence of indebtedness issued in compliance with this section shall be entitled to the benefits of the usury exemption contained in this section regardless of whether subsequent to its issuance the evidence of indebtedness is determined by a court of competent jurisdiction to be a “security.”
(Amended by Stats. 2009, Ch. 131, Sec. 11. (AB 991) Effective January 1, 2010.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 3 - Recapitalizations and Reorganizations › Section 25120.

25120. (a) Except as provided in subdivision (b), it is unlawful for any person to offer or sell in this state any security in any of the following manners:
(1) In an issuer transaction in connection with any change in the rights, preferences, privileges, or restrictions of or on outstanding securities.
(2) In any exchange of securities by the issuer with its existing security holders exclusively.
(3) In any exchange in connection with any merger or consolidation or purchase of assets in consideration wholly or in part of the issuance of securities.
(4) In an entity conversion transaction.
(b) Subdivision (a) shall not apply to a security if the security is qualified for sale under this chapter (and no order under Section 25140 or subdivision (a) of Section 25143 is in effect with respect to the qualification) or if the security or transaction is exempted or not subject to qualification under Chapter 1 (commencing with Section 25100) of this part.
(Amended by Stats. 2002, Ch. 964, Sec. 2. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 3 - Recapitalizations and Reorganizations › Section 25121.

25121. The securities qualified for sale under this chapter shall be qualified by permit under this section. The application for the permit shall be signed and verified by the issuer and shall contain such information and be accompanied by such documents as shall be required by rule of the commissioner, in addition to the information specified in Section 25160 and the consent to service of process required by Section 25165. For this purpose, the commissioner may classify issuers and types of securities and transactions.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 3 - Recapitalizations and Reorganizations › Section 25122.

25122. Qualification of securities under this chapter becomes effective upon the commissioner issuing a permit authorizing the issuance of such securities.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 4 - Nonissuer Transactions › Section 25130.

25130. It is unlawful for any person to offer or sell any security in this state in any nonissuer transaction unless it is qualified for such sale under this chapter or under Section 25111 or 25113 of Chapter 2 (commencing with Section 25110) of this part (and no order under Section 25140 or subdivision (a) of Section 25143 is in effect with respect to such qualification) or unless such security or transaction is exempted or not subject to qualification under Chapter 1 (commencing with Section 25100) of this part.
(Amended by Stats. 1997, Ch. 391, Sec. 12. Effective January 1, 1998.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 4 - Nonissuer Transactions › Section 25131.

25131. (a) The securities to be offered or sold in a nonissuer transaction, which are not eligible for qualification under Section 25111, shall be qualified by notification under this section; provided however that securities offered in a nonissuer transaction pursuant to an exemption under Regulation A under the Securities Act of 1933 shall be qualified under Section 25113.
(b) The application for qualification by notification under this section shall be signed and verified by the person on whose behalf the offering is being made or by the issuer or by any broker-dealer and shall contain such information and be accompanied by such documents as shall be required by rule of the commissioner, in addition to the information specified in Section 25160 and the consent to service of process required by Section 25165. For this purpose, the commissioner may classify issuers and types of securities.
(c) If no stop order or order under subdivision (a) of Section 25143 is in effect under this law, a qualification under this section automatically becomes effective (and the securities may be offered and sold in accordance with the terms of the application as amended) at 12 o’clock noon California time on the 10th business day after the filing of the application or the last amendment thereto or at such earlier time as the commissioner determines.
(d) Information may not be required under this section unless it is known to the person filing the application or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense.
(Amended by Stats. 1974, Ch. 1103.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 4 - Nonissuer Transactions › Section 25132.

25132. Every qualification under this chapter and every qualification of a nonissuer transaction under Section 25111 is effective for 12 months from its effective date, except during the time a stop order under Section 25140 or an order under subdivision (a) of Section 25143 is in effect. A qualification under this chapter may be withdrawn only in the discretion of the commissioner. The commissioner may by rule or order extend the effective period of any qualification under this chapter.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 4 - Nonissuer Transactions › Section 25133.

25133. It is unlawful for any person without the written consent of the commissioner to consummate the sale or transfer of any securities heretofore or hereafter placed in escrow pursuant to a condition ordered by the commissioner and that have not been released from escrow, or that are subject to a currently effective legend condition requiring such consent (except as permitted therein), or concerning which the commissioner has issued a written notice to the holders thereof pursuant to Section 25534 ordering the certificates evidencing the securities to be stamped or printed with a legend as provided in the section.
(Amended by Stats. 1996, Ch. 41, Sec. 5. Effective May 6, 1996.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 4 - Nonissuer Transactions › Section 25134.

25134. Every applicant seeking qualification for the sale of securities shall, upon request of the commissioner, furnish to the commissioner an authorization for examination of the applicant’s financial records of the sale of such securities pursuant to Section 7473 of the Government Code.
(Added by Stats. 1976, Ch. 1320.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25141.

25141. The commissioner may impose as a condition of qualification under Chapter 2 (commencing with Section 25110) or Chapter 3 (commencing with Section 25120) of this part conditions requiring the deposit in escrow of securities, imposing a legend condition restricting the transferability thereof, impounding the proceeds from the sale thereof, limiting the expense in connection with the sale thereof, requiring the waiver of assets, dividends or voting rights by the holders of promotional securities, or any other condition if the commissioner finds that without such condition the offering will be unfair, unjust or inequitable. The commissioner may in his or her discretion modify or remove any such conditions when in his or her opinion they are no longer necessary or appropriate.
(Amended by Stats. 1996, Ch. 41, Sec. 6. Effective May 6, 1996.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25142.

25142. When application is made for a permit to issue securities or to deliver other consideration (whether or not the security or transaction is exempt from qualification or not required to be qualified) in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, the commissioner is expressly authorized to approve the terms and conditions of such issuance and exchange or such delivery and exchange and the fairness of such terms and conditions, and is expressly authorized to hold a hearing upon the fairness of such terms and conditions, at which all persons to whom it is proposed to issue securities or to deliver such other consideration in such exchange have the right to appear. The application for a permit to deliver consideration other than securities shall be in such form, contain such information and be accompanied by such documents as shall be required by rule of the commissioner or, in the absence thereof, in substantially the form of an application filed pursuant to Section 25121.
(Amended by Stats. 1977, Ch. 235.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25143.

25143. (a) The commissioner may by order summarily postpone or suspend the effectiveness of any qualification pending final determination of any proceeding under this chapter. Upon the entry of the order, the commissioner shall promptly notify each person specified in subdivision (b) of this section that it has been entered and of the reasons therefor and that upon the receipt of a written request the matter will be set down for hearing to commence within 15 business days after such receipt unless the applicant consents to a later date. If no hearing is requested and none is ordered by the commissioner, the order will remain in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after notice and hearing in accordance with subdivision (b) of this section, may modify or vacate the order or extend it until final determination.
(b) No stop order may be entered under this chapter except under subdivision (a) of this section without appropriate prior notice to the applicant, the issuer, and the person on whose behalf the securities are to be or have been offered and hearing in accordance with the provisions of the Administrative Procedure Act, Chapter 5 (commencing with Section 11500) of Part 1 of Division 3 of Title 2 of the Government Code, in connection with which the commissioner shall have all of the powers granted thereunder. In the case of qualification by permit, such hearing shall be held upon such notice within 20 business days after a written request therefor by the applicant unless the permit is issued prior to the expiration of such period or the applicant consents to a later date.
(Amended by Stats. 1973, Ch. 390.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25144.

25144. The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is otherwise in the public interest to do so.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25145.

25145. Every issuer qualifying securities for sale in this state shall at all times keep and maintain a complete set of books, records, and accounts of such sales and the disposition of the proceeds thereof, and shall thereafter, at such times as are required by the commissioner, make and file in the office of the commissioner a report, setting forth the securities sold by it under such qualification, the proceeds derived therefrom and the disposition thereof.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25146.

25146. For a period of 18 months after the qualification is effective, the commissioner may by rule or order require an issuer who has filed an application to file reports not more often than semiannually for the purpose of keeping reasonably current the information contained in the application; provided, that the commissioner may not require the filing of any such report after completion of the offering if a nonissuer transaction in the security would be entitled to exemption under Section 25101.
(Amended by Stats. 1988, Ch. 598, Sec. 2.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25147.

25147. The commissioner may by rule or order require as a condition of qualification that any security qualified under Section 25113 be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be preserved for any period up to three years specified in the rule or order.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25148.

25148. Except in cases where the delivery of a prospectus or proxy statement is required under the Securities Act of 1933 or the Securities Exchange Act of 1934, the commissioner may by rule or order require as a condition of qualification under Section 25112, 25113, 25122 or 25131 that a prospectus or proxy statement containing any designated part of the information required in the application be given to each person to whom an offer is made before the sale of the security to be issued under the permit or order.
(Amended by Stats. 1983, Ch. 442, Sec. 2.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25149.

25149. The commissioner may act as escrow holder for securities required to be deposited in escrow by his order.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25150.

25150. The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, appraisers, or other experts which may be presented by an applicant on any question of fact concerning or affecting the securities proposed to be offered and sold. In lieu of, or in addition to, such opinions, appraisements, and reports, the commissioner may have any or all matters concerning or affecting such securities investigated, appraised, passed upon and certified to him by engineers, appraisers, or other experts selected by him.
(Repealed and added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 5 - Authority of the Commissioner › Section 25151.

25151. (a) Upon the filing of a written request for the consent to transfer securities referred to in Section 25133, accompanied by such information and documents as the commissioner may by rule require, the commissioner shall issue such consent if the commissioner finds that the transfer requested will be fair, just, and equitable to the proposed transferees, and otherwise the commissioner shall deny such consent.
(b) The issuance of the commissioner’s consent pursuant to this section shall not be a qualification of the transaction pursuant to, nor an exemption from the qualification requirements of, Section 25110, 25120, or 25130.
(Amended by Stats. 1984, Ch. 577, Sec. 5.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 6 - General Provisions › Section 25160.

25160. Every application for qualification shall state (1) the maximum amount of securities proposed to be offered in this state; and (2) any adverse order, judgment, or decree entered in connection with the offering by the regulatory authority in any state or by any court or by the Securities and Exchange Commission. Verification of an application shall be in the manner provided in the Code of Civil Procedure for the verification of pleadings. All information required to be included in an application shall be true and complete as of the time the qualification of the sale of securities becomes effective; and an applicant shall promptly supply by amendment prior to the effectiveness of such qualification any information based on facts occurring after the original date of filing which is necessary to supplement or correct the information contained in the original application so as to make such information not materially misleading as of the effective date of such qualification.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 6 - General Provisions › Section 25161.

25161. Any document filed under this law or a predecessor statute may be incorporated by reference in a subsequent application or notice filing if it was filed within four years prior to the filing of the application or notice filing, or is otherwise available in the files of the commissioner, to the extent that the document is currently accurate.
(Amended by Stats. 1997, Ch. 391, Sec. 13. Effective January 1, 1998.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 6 - General Provisions › Section 25162.

25162. An amendment to an application filed after the effective date of the qualification of the sale of securities, if such amendment is approved by the commissioner, shall become effective on such date as the commissioner may determine, having due regard to the public interest and the protection of investors.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 6 - General Provisions › Section 25163.

25163. In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 6 - General Provisions › Section 25164.

25164. (a) Neither (1) the fact that an application for qualification under this law has been filed nor (2) the fact that such qualification has become effective constitutes a finding by the commissioner that any document filed under this law is true, complete, or not misleading. Neither any such fact nor the fact that a notice is filed or an exemption is available for a security or a transaction means that the commissioner has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction (except as provided in Section 25142).
(b) It is unlawful to make or cause to be made to any prospective purchaser any representation inconsistent with subdivision (a) of this section.
(c) Every permit issued by the commissioner shall recite in bold type that the issuance thereof is permissive only and does not constitute a recommendation or endorsement of the securities permitted to be issued.
(Amended by Stats. 1997, Ch. 391, Sec. 14. Effective January 1, 1998.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 6 - General Provisions › Section 25165.

25165. Every applicant for qualification of the sale of securities under this law or every person filing an application or a notice under Sections 25100.1, 25101.1, 25102.1, and 25230.1 or a request for or notice of an exemption from qualification (other than a California corporation, California limited partnership, California limited liability company, or a person licensed as a broker-dealer in this state) shall file with the commissioner, in such form as prescribed by rule, an irrevocable consent appointing the commissioner or his or her successor in office to be the applicant’s or person’s attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the applicant or person or the successor, executor or administrator thereof, which arises under this law or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. A person who has filed such a consent in connection with a previous qualification under this law (or application for a permit under any prior law if the application under this law states that such consent is still effective), or in connection with a notice filing under Section 25100.1, 25101.1, 25102.1, and 25230.1, need not file another. Service may be made by leaving a copy of the process in the office of the commissioner but it is not effective unless (1) the plaintiff, who may be the commissioner in a suit, action or proceeding instituted by him or her, forthwith sends notice of the service and a copy of the process by registered or certified mail to the defendant or respondent at the last address on file with the commissioner, and (2) the plaintiff’s affidavit of compliance with this section is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
(Amended by Stats. 2013, Ch. 335, Sec. 3. (SB 538) Effective January 1, 2014.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 2 - QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES › CHAPTER 6 - General Provisions › Section 25166.

25166. It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice, or report filed with the commissioner under this part or pursuant to subdivision (b) of Section 25507, or willfully to omit to state in any such application, notice, or report any material fact which is required to be stated therein.
(Amended by Stats. 1974, Ch. 1103.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25200.

25200. A broker-dealer registered under the Securities Exchange Act of 1934, who has not previously had any certificate denied or revoked under this law or any predecessor statute, shall be exempted from the provisions of Section 25210 if he has no place of business in this state and he does not direct offers to sell or buy into this state in any manner to persons other than broker-dealers, banks, savings and loan associations, trust companies, insurance companies, investment companies registered under the Investment Company Act of 1940, pension or profit-sharing trusts (other than self-employed individual retirement plans), or other institutional investors or governmental agencies or instrumentalities designated by rule of the commissioner, or to more than 15 other customers (whether or not self-employed individual retirement plans) having an existing account with such broker-dealer prior to any offer made to them in this state, during any period of 12 consecutive months, whether or not the offeror or any of the offerees is then present in this state.
(Amended by Stats. 1978, Ch. 663.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25202.

25202. (a) An investment adviser shall not be subject to Section 25230 if (1) the investment adviser does not have a place of business in this state and (2) during the preceding 12-month period has had fewer than six clients who are residents of this state.
(b) For the purpose of this section only, “client” has the same meaning as the term “client” is defined by the Securities and Exchange Commission under the rule adopted pursuant to Section 222(d) of the Investment Advisers Act of 1940, as amended. Also, for the purpose of this section only, “client” does not mean other investment advisers, broker-dealers, banks, savings and loan associations, trust companies, insurance companies, investment companies registered under the Investment Company Act of 1940, pension and profit-sharing trusts (other than self-employed individual retirement plans), or other institutional investors or governmental agencies or instrumentalities designated by rule or order of the commissioner.
(Amended by Stats. 1998, Ch. 48, Sec. 5. Effective January 1, 1999.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25203.

25203. A person whose only clients are insurance companies shall be exempted from the provisions of Section 25230.
(Amended by Stats. 1997, Ch. 391, Sec. 19. Effective January 1, 1998.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25204.

25204. The commissioner may by such rules as he deems necessary or appropriate in the public interest or for the protection of investors, either unconditionally or upon specified terms and conditions or for specified periods, exempt from the provisions of Section 25210 or Section 25230 any class of persons specified in such rules.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25206.

25206. A broker licensed by the Real Estate Commissioner is exempt from the provisions of Section 25210 when engaged in transactions in any interest in any general or limited partnership, joint venture, unincorporated association, or similar organization (but not a corporation) owned beneficially by no more than 100 persons and formed for the sole purpose of, and engaged solely in, investment in or gain from an interest in real property, including, but not limited to, a sale, exchange, trade, or development. An interest held by spouses shall be considered held by one person for the purposes of this section.
(Amended by Stats. 2016, Ch. 50, Sec. 26. (SB 1005) Effective January 1, 2017.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25207.

25207. A financial institution that undertakes activities with respect to an investment company pursuant to the provisions of Section 1514, 6524, 14652.5, or 18022.5 of the Financial Code shall not be subject to Section 25210 or 25230 in connection with such activities but shall be subject to Sections 25218, 25234, 25235, and 25237 and to subdivisions (a), (b), and (d) of Section 25216, and such rules thereunder as the commissioner may specify by rule. Nothing in this section shall affect the status of such a financial institution as a broker-dealer or investment adviser, or the employees of such persons, when engaged in the activities authorized by the provisions of the Financial Code specified above.
(Amended by Stats. 2015, Ch. 190, Sec. 15. (AB 1517) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25208.

25208. A person licensed as a capital access company under Division 3 (commencing with Section 28000) of Title 4 is exempt from the provisions of Section 25210 when engaged in the transaction of business pursuant to the requirements of the Capital Access Company Law and the regulations promulgated thereunder.
(Added by Stats. 1998, Ch. 668, Sec. 2. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 1 - Exemptions › Section 25209.

25209. Section 25210 shall not apply to an agent of an issuer when engaged in transactions exempted by subdivision (q) of Section 25102, provided that the agent is a life agent licensed in California or in the state of domicile of the purchaser.
(Added by Stats. 2000, Ch. 705, Sec. 5. Effective January 1, 2001.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25210.

25210. (a) Unless exempted under the provisions of Chapter 1 (commencing with Section 25200) of this part, no broker-dealer shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this state unless the broker-dealer has first applied for and secured from the commissioner a certificate, then in effect, authorizing that person to act in that capacity.
(b) No person shall, on behalf of a broker-dealer licensed pursuant to Section 25211, or on behalf of an issuer, effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this state unless that broker-dealer and agent have complied with any rules as the commissioner may adopt for the qualification and employment of those agents.
(c) The commissioner shall, consistent with Section 25213, review the disciplinary histories of agents upon the filing of notice of (1) the employment or transfer of an agent for a broker-dealer, (2) an amendment to the information filed by the agent at the time of employment or transfer, and (3) the termination of employment of the agent from the broker-dealer.
(Amended by Stats. 1998, Ch. 769, Sec. 2. Effective January 1, 1999.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25211.5.

25211.5. A broker-dealer acting pursuant to a certificate which is then in effect and which is issued pursuant to Section 25211, shall be exempt from the usury provisions of the State Constitution. This section creates and authorizes a class of persons pursuant to Section 1 of Article XV of the Constitution.
(Added by Stats. 1983, Ch. 859, Sec. 2. Effective September 16, 1983.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25212.1.

25212.1. The commissioner may immediately revoke by order the certificate of any broker-dealer if the broker-dealer fails to comply with any currently effective order of the commissioner which is necessary for the protection of any investor, unless the broker-dealer secures a court order restraining the enforcement of the commissioner’s revocation order within 10 days of the date the order is issued.
(Amended by Stats. 2002, Ch. 772, Sec. 2. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25213.

25213. The commissioner may, after appropriate notice and opportunity for hearing, by order censure, or suspend for a period not exceeding 12 months, or deny or bar from any position of employment, management or control of any broker-dealer or investment adviser, any officer, director, partner, agent, employee of, or person performing similar functions for, a broker-dealer, or any other person, if the commissioner finds that the censure, suspension, denial, or bar is in the public interest and that the person has committed any act or omission enumerated in subdivision (a), (e), (f), or (g) of Section 25212 or has been convicted of, or pled nolo contendere to, any offense or been held liable in any civil action specified in subdivision (b) of Section 25212, or is enjoined from any act, conduct or practice specified in subdivision (c) of Section 25212 or is subject to any order specified in subdivision (d) of Section 25212.
(Amended by Stats. 2002, Ch. 772, Sec. 3. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25213.3.

25213.3. The commissioner shall, after appropriate notices and opportunity for hearing, by order suspend, for a period not exceeding 12 months, or bar from any position of employment, management or control of any broker-dealer, any officer, director, partner, agent, employee of, or person performing similar functions for, a broker-dealer, or any other person, if the person has been convicted of, or has pleaded nolo contendere to, a felony or misdemeanor in violation of Section 25541 that was committed on or after January 1, 1989.
(Amended by Stats. 2002, Ch. 772, Sec. 4. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25214.

25214. (a) It is unlawful for any person, as to whom an order suspending or barring employment or control is in effect pursuant to Section 25213 or 25213.3, willfully to become or to be employed by any broker-dealer or investment adviser, contrary to the terms of that order, without the consent of the commissioner; and it is unlawful for any broker-dealer to permit a person as to whom an order is in effect pursuant to Section 25213, 25213.3, or 25232.1 to become or to remain a person employed by the broker-dealer, contrary to the terms of that order, without the consent of the commissioner, if the broker-dealer knew, or in the exercise of reasonable care should have known, of the order.
(b) Any person as to whom an order suspending or barring employment or control is issued pursuant to Section 25213 or 25213.3 may petition the commissioner for reinstatement or reduction of penalty, or for modification of the order, as provided in and subject to the provisions of Section 11522 of the Government Code. The commissioner may, at any time and with the consent of that person without hearing, modify such order.
(Amended by Stats. 1988, Ch. 1339, Sec. 2.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25215.

25215. No order may be entered under Section 25212, 25213, 25213.3, or 25252 except after notice to any person affected thereby (and, in the case of an agent, to his or her employer or prospective employer if known to the commissioner) of the intention of the commissioner to enter that order and of the reasons therefor and that upon receipt of a request the matter will be set down for hearing to commence within 15 business days after that receipt unless the person affected consents to a later date. If no hearing is requested within 30 days after the mailing of the notice and none is ordered by the commissioner, the order may be entered without hearing to remain in effect until it is modified or vacated by the commissioner. In the case of an original application for a certificate, that hearing shall be set down to commence within 15 business days after receipt of a written request by the applicant made 30 days or more after the filing of the application, even though no notice by the commissioner has been given, unless the applicant consents to a later date. If a hearing is requested or ordered, it shall be held in accordance with the provisions of the Administrative Procedure Act (Chapter 5 (commencing with Section 11500) of Part 1 of Division 3 of Title 2 of the Government Code), and the commissioner shall have all of the powers granted thereunder.
(Amended by Stats. 1998, Ch. 391, Sec. 1. Effective January 1, 1999.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25217.

25217. (a) A broker-dealer licensed under this chapter shall not effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this state unless that broker-dealer and all agents employed by that broker-dealer meet specified and appropriate standards with respect to training, experience, supervision, terms of employment, and other qualifications as the commissioner finds necessary or desirable. The commissioner may establish those standards by rules, which may: (1) appropriately classify broker-dealers and agents (taking into account relevant matters, including types of business done and nature of securities sold); (2) specify that all or any portion of those standards shall be applicable to any class; (3) require persons in any class to pass examinations prescribed in accordance with those rules; and (4) provide that persons in any class, other than a broker-dealer and partners, officers and supervisory employees (which term may be defined by the commissioner’s rules and as so defined shall include branch managers of broker-dealers) of broker-dealers, may be qualified solely on the basis of compliance with such specified standards of training and such other qualifications as the commissioner finds appropriate.
(b) In addition to the fees imposed by Section 25608, the commissioner may prescribe by rule reasonable fees and charges to defray the cost of any examination administered by the commissioner or under the commissioner’s direction. The commissioner may cooperate with national securities associations and national securities exchanges and with the Securities and Exchange Commission in administering examinations and may require broker-dealers and agents to pass examinations administered by or on behalf of any association or exchange or by the Securities and Exchange Commission and to pay to that association or exchange or that commission reasonable fees or charges to defray the costs incurred by that association or exchange or commission in administering the examinations.
(Amended by Stats. 2019, Ch. 143, Sec. 48. (SB 251) Effective January 1, 2020.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25218.

25218. No broker-dealer licensed under this chapter shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this state in contravention of such rules as the commissioner may prescribe designed to promote just and equitable principles of trade, to provide safeguards against unreasonable profits or unreasonable rates of commissions or other charges, and in general to protect investors and the public interest, and to remove impediments to and perfect the mechanism of a free and open market.
(Amended by Stats. 1979, Ch. 665.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 3 - REGULATION AND NOTICE FILING REQUIREMENTS OF AGENTS, BROKER-DEALERS, INVESTMENT ADVISER REPRESENTATIVES, AND INVESTMENT ADVISERS › CHAPTER 2 - Licensing of Agents and Broker-Dealers › Section 25219.

25219. Notwithstanding any other provision of this division, if in his or her opinion the public interest and the protection of investors so require, the commissioner is authorized summarily to suspend all over-the-counter trading in this state by broker-dealers and agents in any security or summarily to suspend all trading on a national securities exchange located in this state in any security (provided, in the case of trading on that exchange, that the security is not listed on any national securities exchange located outside this state on which trading has not been suspended) for a period not exceeding 90 days, and for successive periods of 90 days. No broker-dealer or agent shall effect any transaction (other than an unsolicited brokerage transaction effected on a national securities exchange located outside this state) in, or induce or attempt to induce the purchase or sale of, any security in this state in which trading is in any manner suspended under this section, except in performance of a contract previously entered into.
(Amended by Stats. 2009, Ch. 131, Sec. 13. (AB 991) Effective January 1, 2010.)