reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25004.

25004. (a) “Broker-dealer” means any person engaged in the business of effecting transactions in securities in this state for the account of others or for that person’s own account. “Broker-dealer” also includes a person engaged in the regular business of issuing or guaranteeing options with regard to securities not of that person’s own issue. “Broker-dealer” does not include any of the following:
(1) Any other issuer.
(2) An agent, when an employee of a broker-dealer or issuer.
(3) A bank, trust company, or savings and loan association.
(4) Any person insofar as that person buys or sells securities for that person’s own account, either individually or in some fiduciary capacity, but not as part of a regular business.
(5) A person who has no place of business in this state if that person effects transactions in this state exclusively with (A) the issuers of the securities involved in the transactions or (B) other broker-dealers.
(6) A broker licensed by the Real Estate Commissioner of this state when engaged in transactions in securities exempted by subdivision (f) or (p) of Section 25100 or in securities the issuance of which is subject to authorization by the Real Estate Commissioner of this state or in transactions exempted by subdivision (e) of Section 25102.
(7) An exchange certified by the Commissioner of Financial Protection and Innovation pursuant to this section when it is issuing or guaranteeing options. The commissioner may by order certify an exchange under this section upon those conditions as the commissioner by rule or order deems appropriate, and upon notice and opportunity to be heard the commissioner may suspend or revoke that certification, if the commissioner finds that certification, suspension, or revocation to be in the public interest and necessary and appropriate for the protection of investors.
(b) For purposes of this section, an agent is an employee of a broker-dealer under paragraph (2) of subdivision (a) when the agent is employed by or associated with the broker-dealer under all of the following conditions:
(1) The agent is subject to the supervision and control of the broker-dealer.
(2) The agent performs under the name, authority, and marketing policies of the broker-dealer.
(3) The agent discloses to investors the identity of the broker-dealer.
(4) The agent is reported pursuant to subdivision (c) of Section 25210 and the rules adopted thereunder.
(Amended by Stats. 2022, Ch. 452, Sec. 69. (SB 1498) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25005.

25005. “Commissioner” means the Commissioner of Financial Protection and Innovation.
(Amended by Stats. 2022, Ch. 452, Sec. 70. (SB 1498) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25005.1.

25005.1. “Entity conversion transaction” means a conversion pursuant to Section 1151, 1157, 15911.02, 15911.08, 16902, 16908, 17710.02, or 17710.08 or a conversion that occurs entirely out of state, unless the interests in the entity resulting from the conversion to be held by the equity holders of the entity being converted as a result of the conversion are not securities. For purposes of Sections 25103 and 25120 an entity conversion transaction is not a change in the rights, preferences, privileges, or restrictions of or on outstanding securities or an exchange of securities by the issuer with its existing security holders exclusively.
(Amended by Stats. 2012, Ch. 419, Sec. 21. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25006.

25006. “Fraud,” “deceit,” and “defraud” are not limited to common law fraud or deceit.
(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 1 - DEFINITIONS › Section 25008.

25008. (a) An offer or sale of a security is made in this state when an offer to sell is made in this state, or an offer to buy is accepted in this state, or (if both the seller and the purchaser are domiciled in this state) the security is delivered to the purchaser in this state. An offer to buy or a purchase of a security is made in this state when an offer to buy is made in this state, or an offer to sell is accepted in this state, or (if both the seller and the purchaser are domiciled in this state) the security is delivered to the purchaser in this state.
(b) An offer to sell or to buy is made in this state when the offer either originates from this state or is directed by the offeror to this state and received at the place to which it is directed. An offer to buy or to sell is accepted in this state when acceptance is communicated to the offeror in this state; and acceptance is communicated to the offeror in this state when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received at the place to which it is directed. A security is delivered to the purchaser in this state when the certificate or other evidence of the security is directed to the purchaser in this state and received at the place to which it is directed.
(c) An offer to sell or to buy is not made in this state merely because (1) the publisher circulates or there is circulated on his behalf in this state any bona fide newspaper or other publication of general, regular and paid circulation which has had more than two-thirds of its circulation outside this state during the past 12 months, or (2) a radio or television program originating outside this state is received in this state.
(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 1 - DEFINITIONS › Section 25009.

25009. (a) “Investment adviser” means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, publishes analyses or reports concerning securities. “Investment adviser” does not include (1) a bank, trust company or savings and loan association; (2) an attorney at law, accountant, engineer or teacher whose performance of these services is solely incidental to the practice of his or her profession; (3) an associated person of an investment adviser; (4) a broker-dealer or agent of a broker-dealer whose performance of these services is solely incidental to the conduct of the business of a broker-dealer and who receives no special compensation for them; or (5) a publisher of any bona fide newspaper, news magazine or business or financial publication of general, regular and paid circulation and the agents and servants thereof, but this paragraph (5) does not exclude any such person who engages in any other activity which would constitute that person an investment adviser within the meaning of this section.
(b) “Investment adviser” also includes any person who uses the title “financial planner” and who, for compensation, engages in the business, whether principally or as part of another business, of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as part of a regular business, publishes analyses or reports concerning securities. This subdivision does not apply to: (1) a bank, trust company, or savings and loan association; (2) an attorney at law, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice of his or her profession, so long as these individuals do not use the title “financial planner;” (3) an associated person of an investment adviser where the investment adviser is licensed or exempt from licensure under this law; (4) an agent of a broker-dealer where the broker-dealer is licensed or exempt from licensure under this law, so long as (A) the performance of these services by the agent is solely incidental to the conduct of the business of the broker-dealer, and (B) the agent receives no special compensation for the performance of these services; or (5) a publisher set forth in paragraph (5) of subdivision (a), so long as the publisher or the agents and servants of the publisher are not engaged in any other activity which would constitute that person an investment adviser within the meaning of this section.
(Amended by Stats. 1996, Ch. 631, Sec. 1. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25009.1.

25009.1. “Investment adviser” does not include persons excepted from the definition of “investment adviser” by Section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80a-1 et seq., as amended), except that with regard to those persons the commissioner may investigate and bring enforcement actions with respect to fraud and deceit, including and without limitation fraud and deceit under Section 25235, and any rules of the commissioner adopted thereunder.
(Added by Stats. 1998, Ch. 48, Sec. 1. Effective January 1, 1999.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25009.5.

25009.5. (a) “Investment adviser representative” or “associated person of an investment adviser” means any partner, officer, director of (or a person occupying a similar status or performing similar functions) or other individual, except clerical or ministerial personnel, who is employed by or associated with, or subject to the supervision and control of, an investment adviser that has obtained a certificate or that is required to obtain a certificate under this law, and who does any of the following:
(1) Makes any recommendations or otherwise renders advice regarding securities.
(2) Manages accounts or portfolios of clients.
(3) Determines which recommendation or advice regarding securities should be given.
(4) Solicits, offers, or negotiates for the sale or sells investment advisory services.
(5) Supervises employees who perform any of the foregoing.
(b) “Investment adviser representative” means, with respect to an investment adviser subject to Section 25230.1, a person defined as an investment adviser representative by Rule 203A-3 of the Securities and Exchange Commission (17 C.F.R. 275.203A-3) and who has a place of business in this state.
(Added by Stats. 1997, Ch. 391, Sec. 2. Effective January 1, 1998.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25010.

25010. “Issuer” means any person who issues or proposes to issue any security, except that:
(a) With respect to certificates of deposit, voting trust certificates or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or of the fixed, restricted management or unit type, “issuer” means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued. However, with respect to equipment-trust certificates or like securities, “issuer” means the person by whom the equipment or property is or is to be used.
(b) With respect to certificates of interest or participation in oil, gas or mining titles or leases or in payments out of production under those titles or leases, “issuer” means the person or persons in active control of the exploration or development of the property who sell those interests or participations or payments or any person or persons who subdivide and sell those interests or participations or payments. The determination of the person or persons in active control of the exploration or development of the property shall be made on the basis of the actual relationship of the parties and not on the basis of the legal designation of a person’s interest.
(c) With respect to a fractional or pooled interest in a viatical or life settlement contract, “issuer” means the person who creates, for the purposes of sale, the fractional or pooled interest. In the case of a viatical or life settlement contract that is not fractionalized or pooled, “issuer” means the person effecting the transactions with the investors in those contracts.
(d) In the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity.
(Amended by Stats. 2000, Ch. 705, Sec. 1. Effective January 1, 2001.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25011.

25011. “Nonissuer transaction” means any transaction not directly or indirectly for the benefit of the issuer. A transaction is indirectly for the benefit of the issuer if any portion of the purchase price of any securities involved in the transaction will be received indirectly by the issuer. An offering which involves both an issuer transaction and a nonissuer transaction shall be treated for the purposes of Chapters 2 (commencing with Section 25110) and 4 (commencing with Section 25130) of Part 2 of this division as an issuer transaction, but for the purposes of Chapter 1 (commencing with Section 25100) of Part 2 of this division they shall be treated as separate transactions.
(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 1 - DEFINITIONS › Section 25012.

25012. “Owners’ association” means a nonprofit corporation or association created to own or lease the commonly owned lots, parcels or areas referred to in clause (a) of Section 25015, or to provide management, maintenance, preservation or control of either such lots, parcels or areas or of the separately owned lots, parcels or areas, or both, or any portion of or interest in them, or interest subject to subdivision (g) of Section 11004.5 of the Business and Professions Code, if the shares or certificates of membership therein are transferable only by transfer of the interests in the lots, parcels or areas. Such shares of stock or memberships shall be considered interests in a real estate development or in subdivided lands or a subdivision.
(Amended by Stats. 1986, Ch. 698, Sec. 2.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25013.

25013. “Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company, a trust, an unincorporated organization, a government, or a political subdivision of a government.
(Amended by Stats. 1994, Ch. 1200, Sec. 28. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25014.

25014. “Publish” means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise to disseminate to the public.
(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 1 - DEFINITIONS › Section 25014.5.

25014.5. “Rollup participant” means a finite-life limited partnership.
(a) Except as provided in subdivision (b) of Section 25014.6, a limited partnership has “finite-life” if both of the following apply:
(1) It operates as a conduit vehicle for investors to participate in the ownership of assets for a limited period of time.
(2) It has a policy or purpose of distributing to investors substantially all proceeds from the sale, financing, or refinancing of assets, whether for the term of the partnership or after an initial period of time following commencement of operations, rather than reinvesting those proceeds in the business.
(b) Rollup participant does not include any partnership registered under the Investment Company Act of 1940 or any business development company as defined in Section 80a-2(48) of Title 15 of the United States Code.
(Added by Stats. 1992, Ch. 1183, Sec. 2. Effective January 1, 1993.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25014.6.

25014.6. “Rollup transaction” means any transaction or series of transactions that directly or indirectly through acquisition or otherwise involves the combination or reorganization of one or more rollup participants and is one of the following:
(a) The offer or sale of securities by a successor entity, whether newly formed or previously existing, to one or more investors of the rollup participants to be combined or reorganized.
(b) The acquisition of the successor entity’s securities by the rollup participants being combined or reorganized; provided however, that a rollup transaction shall not include any transaction that:
(1) The Securities and Exchange Commission exempts from the definition of a rollup transaction pursuant to subparagraph (c) (ii) of Item 901 of Regulation S-K adopted by the Securities and Exchange Commission.
(2) Is determined to be exempt from this definition by the Commissioner of Financial Protection and Innovation upon the commissioner’s determination that this action is in the public interest and consistent with the protection of investors.
(3) Involves one or more limited partnerships all of the securities of which are, prior to the transaction, securities for which transactions are reported under a transaction reporting plan declared effective before January 1, 1991, by the Securities and Exchange Commission under Section 11A of the Securities Exchange Act of 1934, as amended.
(4) Involves only those issuers not required to register or report under Section 12 of the Securities Exchange Act of 1934, as amended, if the resulting issuer is also not required to register or report under Section 12.
(5) Involves the reorganization to corporate, trust, or association form or restructuring of a single limited partnership if, as a consequence of the proposed transaction there will be no significant, adverse change in any of the following: voting rights, the term of existence of the entity, management compensation, or investment objectives.
(6) Involves the reorganization to corporate, trust, or association form or restructuring of a single limited partnership if each investor is provided an option to retain a security under substantially the same terms and conditions as the original issue.
(7) Involves the reorganization to corporate, trust, or association form or restructuring of a single limited partnership if transactions in the security issued as a result of the reorganization or restructuring are not reported under a transaction reporting plan declared effective before January 1, 1991, by the Securities and Exchange Commission under Section 11A of the Securities Exchange Act of 1934, as amended.
(Amended by Stats. 2022, Ch. 452, Sec. 71. (SB 1498) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25015.

25015. “Real estate development” means a development (a) which consists or will consist of separately owned lots, parcels or areas with either or both of the following features: (1) one or more additional continguous or noncontiguous lots, parcels, or areas owned in common by the owners of the separately owned lots, parcels, or areas, or (2) mutual, common, or reciprocal interests in or restrictions upon all or portions of such separately owned lots, parcels, or areas; and (b) in which the several owners of the separately owned lots, parcels, or areas have rights, directly or indirectly, to the beneficial use and enjoyment of the lots, parcels, or areas owned in common, or any one or more of them or portions thereof or interests therein, or of the interests or restrictions referred to in clause (a) above, or both. The estate in a separately or commonly owned lot, parcel, or area may be an estate of inheritance or perpetual estate, an estate for life, or an estate for years. The common ownership of the lots, parcels, or areas or the enjoyment of the interests or restrictions referred to in clause (a) above or both may be through ownership of shares of stock or memberships in an owners’ association or otherwise.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25016.

25016. “Rule” means any published regulation or standard of general application issued by the commissioner. “Order” means a consent, authorization, approval, permit, or requirement applicable to a specific case issued by the commissioner.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25017.

25017. (a) “Sale” or “sell” includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value. “Sale” or “sell” includes any exchange of securities and any change in the rights, preferences, privileges, or restrictions of or on outstanding securities.
(b) “Offer” or “offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.
(c) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing constitutes a part of the subject of the purchase and is considered to have been offered and sold for value.
(d) A purported gift of assessable stock involves an offer and sale.
(e) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, includes an offer and sale of the other security only at the time of the offer or sale of the warrant or right or convertible security; but neither the exercise of the right to purchase or subscribe or to convert nor the issuance of securities pursuant thereto is an offer or sale.
(f) The terms defined in this section do not include: (1) any bona fide secured transaction in or loan of outstanding securities; (2) any stock dividend payable with respect to common stock of a corporation solely (except for any cash or scrip paid for fractional shares) in shares of such common stock, if the corporation has no other class of voting stock outstanding; provided, that shares issued in any such dividend shall be subject to any conditions previously imposed by the commissioner applicable to the shares with respect to which they are issued; or (3) any act incident to a transaction or reorganization approved by a state or federal court in which securities are issued and exchanged for one or more outstanding securities, claims, or property interests, or partly in that exchange and partly for cash, and nothing in this division shall be construed to prohibit a court from applying the protections described in Section 25014.7 or 25140 and the regulations adopted thereunder when approving any transaction involving a rollup participant.
(Amended by Stats. 1998, Ch. 48, Sec. 2. Effective January 1, 1999.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25018.

25018. “Securities Act of 1933,” “Securities Exchange Act of 1934,” “Investment Advisers Act of 1940,” and “Investment Company Act of 1940” mean the federal statutes of those names as amended before or after the effective date of this law.
(Amended by Stats. 2015, Ch. 190, Sec. 13. (AB 1517) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25019.

25019. “Security” means any note; stock; treasury stock; membership in an incorporated or unincorporated association; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; viatical settlement contract or a fractionalized or pooled interest therein; life settlement contract or a fractionalized or pooled interest therein; voting trust certificate; certificate of deposit for a security; interest in a limited liability company and any class or series of those interests (including any fractional or other interest in that interest), except a membership interest in a limited liability company in which the person claiming this exception can prove that all of the members are actively engaged in the management of the limited liability company; provided that evidence that members vote or have the right to vote, or the right to information concerning the business and affairs of the limited liability company, or the right to participate in management, shall not establish, without more, that all members are actively engaged in the management of the limited liability company; certificate of interest or participation in an oil, gas or mining title or lease or in payments out of production under that title or lease; put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; any beneficial interest or other security issued in connection with a funded employees’ pension, profit sharing, stock bonus, or similar benefit plan; 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, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. All of the foregoing are securities whether or not evidenced by a written document. “Security” does not include: (1) any beneficial interest in any voluntary inter vivos trust which is not created for the purpose of carrying on any business or solely for the purpose of voting, or (2) any beneficial interest in any testamentary trust, or (3) any insurance or endowment policy or annuity contract under which an insurance company admitted in this state promises to pay a sum of money (whether or not based upon the investment performance of a segregated fund) either in a lump sum or periodically for life or some other specified period, or (4) any franchise subject to registration under the Franchise Investment Law (Division 5 (commencing with Section 31000)), or exempted from registration by Section 31100 or 31101.
(Amended by Stats. 2000, Ch. 705, Sec. 2. Effective January 1, 2001.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25021.

25021. “Subdivided lands” and “subdivision” have the meanings prescribed in Sections 11000, 11004.5, and 11218 of the Business and Professions Code.
(Amended by Stats. 2004, Ch. 697, Sec. 17. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25022.

25022. “Underwriter” means a person who has agreed with an issuer or other person on whose behalf a distribution is to be made (a) to purchase securities for distribution or (b) to distribute securities for or on behalf of such issuer or other person or (c) to manage or supervise a distribution of securities for or on behalf of such issuer or other person.
(Added by Stats. 1968, Ch. 88.)
2023 California Code › Corporations Code - CORP › TITLE 4 - SECURITIES › DIVISION 1 - CORPORATE SECURITIES LAW OF 968 › PART 1 - DEFINITIONS › Section 25023.

25023. (a) Except as provided in subdivision (b), “viatical settlement contract” means an agreement entered into between a person owning a life insurance policy upon the life of a person with a catastrophic or life-threatening illness or condition and another person by which the policy owner receives compensation or anything of value less than the death benefits of the insurance policy in return for an assignment, transfer, sale, devise, or bequest of the death benefits or ownership of the insurance policy, and “life settlement contract” means an agreement, other than a viatical settlement contract, for the purchase, sale, assignment, transfer, devise, or bequest of any portion of the death benefit or ownership of a life insurance policy or certificate for consideration that is less than the expected death benefit of the life insurance policy or certificate.
(b) “Viatical settlement contract” and “life settlement contract” do not include any of the following:
(1) The assignment, transfer, sale, devise, or bequest of a death benefit, life insurance policy, or certificate of insurance by the insured or the original owner to any person if the assignment, transfer, sale, devise, or bequest (A) is not accompanied by the publication of any advertisement and (B) is not effected by or through a broker-dealer (Section 25004).
(2) The assignment of a life insurance policy to a bank, savings bank, savings association, credit union, or other lender (either licensed or not required to be licensed) as collateral for a loan, or to a stop-loss insurer or reinsurer.
(3) The exercise of accelerated benefits pursuant to the terms of a life insurance policy issued in accordance with the insurance laws of this state.
(4) The assignment, transfer, sale, devise, or bequest of any undivided death benefit, life insurance policy, or certificate of insurance by an entity licensed pursuant to Section 10113.2 of the Insurance Code, or a viatical or life settlement provider licensed from another state, to one individual or entity, provided that the individual or entity represents that the individual or entity is purchasing for its own account (or trust account, if the entity is a trustee) and not with a view to or for sale in connection with a distribution of the individual death benefit, life insurance policy, or certificate of insurance.
(Amended by Stats. 2019, Ch. 143, Sec. 43. (SB 251) Effective January 1, 2020.)
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 1 - Exemptions and Certain Securities and Transactions Not Subject to Qualification › Section 25100.1.

25100.1. The following securities are not subject to Sections 25110, 25120, and 25130:
(a) A security defined as a “covered security” pursuant to Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. Sec. 77r).
(b) A security issued by an investment company that is registered or that has filed a registration statement under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1) and that is defined as a “covered security” pursuant to Section 18(b)(2) of the Securities Act of 1933, and all the following requirements are met:
(1) Prior to any offer or sale in this state, there is filed with or paid to the commissioner each of the following:
(A) A notice consisting of all documents that are part of a federal registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or, in lieu thereof, a form prescribed by the commissioner, and that a consent to service of process is either on file with the commissioner or is attached to the notice.
(B) As necessary to compute fees, a report of the value of securities covered under this subdivision that are offered or sold in this state.
(C) The notice filing fee provided for in subdivision (a) of Section 25608.1.
(2) If any offer or sale is to be made pursuant to Section 18(b)(2) of the Securities Act of 1933 and this subdivision more than 12 months after the date the notice was filed under this subdivision, the issuer shall file another notice and pay the fee specified in subparagraph (C) of paragraph (1).
(Amended by Stats. 2006, Ch. 538, Sec. 83. Effective January 1, 2007.)
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 1 - Exemptions and Certain Securities and Transactions Not Subject to Qualification › Section 25101.

25101. The following securities are exempt from the provisions of Section 25130:
(a) Any security issued by a person that is the issuer of any security listed on a national securities exchange, if the exchange is certified by rule or order of the commissioner.
(b) The exemption provided by subdivision (a) does not apply to securities offered pursuant to a registration under the Securities Act of 1933 or pursuant to the exemption afforded by Regulation A under that act if the aggregate offering price of the securities offered pursuant to that exemption exceeds fifty thousand dollars ($50,000).
(Amended by Stats. 2009, Ch. 131, Sec. 10. (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 1 - Exemptions and Certain Securities and Transactions Not Subject to Qualification › Section 25101.1.

25101.1. The following securities are not subject to Sections 25110, 25120, and 25130:
(a) A security that is offered or sold in a transaction that is exempt from registration under Section 4(a)(1) or 4(a)(3) of the Securities Act of 1933 (15 U.S.C. 77r et seq.) pursuant to Section 18(b)(4)(A) of that act, if the issuer, other than a foreign (other country) issuer described in subdivision (b), of the security files the required reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).
(b) A security of a foreign (other country) issuer that avails itself of the exemption from registration under Section 12(g)(3) of the Securities Exchange Act of 1934 is subject to the qualification requirements of Sections 25110, 25120, and 25130, unless the issuer is a reporting company under the Securities Exchange Act of 1934 and files the required reports under Section 13 or 15(d) of that act.
(Amended by Stats. 2017, Ch. 516, Sec. 5. (SB 363) Effective January 1, 2018.)
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 1 - Exemptions and Certain Securities and Transactions Not Subject to Qualification › Section 25102.1.

25102.1. The following transactions are not subject to Sections 25110, 25120, and 25130:
(a) Any offer or sale of a security to a “qualified purchaser” as that term is defined by rule of the Securities and Exchange Commission pursuant to Section 18(b)(3) of the Securities Act of 1933 (15 U.S.C. 77r), if all of the following requirements are met:
(1) A notice is filed with the commissioner prior to an offer in this state, along with any documents filed with the Securities and Exchange Commission in annual or periodic reports that the commissioner by rule or order deems appropriate.
(2) A consent to service of process under Section 25165 is filed with the notice required by paragraph (1).
(3) Payment of a notice filing fee provided for in subdivision (b) of Section 25608.1.
(b) Any offer and sale of a security with respect to a transaction that is exempt from registration under Section 4(4) of the Securities Act of 1933 pursuant to Section 18(b)(4)(B) of that act.
(c) Any offer or sale of a security with respect to a transaction that is exempt from registration under the Securities Act of 1933 pursuant to Section 18(b)(4)(C) of that act.
(d) Any offer or sale of a security with respect to a transaction that is exempt from registration under the Securities Act of 1933 pursuant to Section 18 (b)(4)(F) of that act, if all of the following requirements are met:
(1) A notice in the form of a copy of the completed Form D (17 C.F.R. 239.500) filed with the Securities and Exchange Commission is filed with the commissioner within 15 days of the first sale in this state, along with documents filed with the Securities and Exchange Commission in annual or periodic reports that the commissioner by rule or order deems appropriate. The commissioner may allow for a notice in the form of the electronic transmission of the information in Form D.
(2) A consent to service of process under Section 25165 is filed with the notice as required by paragraph (1).
(3) Payment of the notice filing fee provided for in subdivision (c) of Section 25608.1 is made.
(e) Notwithstanding the language of subdivisions (a), (b), (c), and (d) of this section, an issuer may file an application for qualification pursuant to Section 25111, 25112, 25113, 25121, 25131, or 25142.
(Amended by Stats. 2019, Ch. 143, Sec. 46. (SB 251) Effective January 1, 2020.)
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 1 - Exemptions and Certain Securities and Transactions Not Subject to Qualification › Section 25102.2.

25102.2. The commissioner shall require any issuer that is engaged in the business of purchasing, selling, financing, or brokering real estate, and that relies upon an exemption authorized by subdivision (e), (f), (h), or (n) of Section 25102, for an offering which involves the offer or sale of securities to any person who is not an accredited investor, as defined in Regulation D of the Securities and Exchange Commission (17 C.F.R. 230.501 et seq.), in a transaction that is not registered pursuant to the Securities Act of 1933, to provide additional information regarding the nature of the proposed offering on a form prescribed by the commissioner. This information shall include the names of the issuer’s officers and directors in the case of a corporation, managers in the case of a manager-managed limited liability company, members in the case of a member-managed limited liability company, general partner in the case of a limited partnership, or persons performing similar functions in the case of other types of issuers, the offering disclosure documents provided to prospective purchasers, a list of all state and federal licenses required to further the purposes of the investment, and the names of all licensed persons that will undertake those activities.
(Amended by Stats. 2015, Ch. 263, Sec. 4. (SB 647) Effective January 1, 2016.)
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 1 - Exemptions and Certain Securities and Transactions Not Subject to Qualification › Section 25102.5.

25102.5. There shall be exempted from Section 25110 a transaction that is the sale of a series of notes secured directly by an interest in the same real property, or the sale of undivided interests in a note secured directly by real property equivalent to a series transaction, that complies with all of the provisions of Article 6 (commencing with Section 10237) of Chapter 3 of Part 1 of Division 4 of the Business and Professions Code. For purposes of this section, a real estate broker licensed by the Real Estate Commissioner of this state who engages in the offer and sale of notes secured directly by real property of various makers, which are a series of notes or notes in which undivided interests are offered and sold, shall be deemed to be the issuer of these notes and undivided interests if the notes of the various makers are offered and sold pursuant to a plan or arrangement that is common to the various makers with respect to documentation and loan standards and that include provisions for servicing these notes on behalf of purchasers.
(Amended by Stats. 2003, Ch. 902, Sec. 5. Effective January 1, 2004.)
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 1 - Exemptions and Certain Securities and Transactions Not Subject to Qualification › Section 25105.

25105. There shall be exempted from the provisions of Section 25110, 25120 or 25130 any other transaction which the commissioner by rule exempts as not being comprehended within the purposes of this law and the qualification of which he finds is not necessary or appropriate in the public interest or for 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 2 - Issuer Transactions › Section 25110.

25110. It is unlawful for any person to offer or sell in this state any security in an issuer transaction (other than in a transaction subject to Section 25120), whether or not by or through underwriters, unless such sale has been qualified under Section 25111, 25112 or 25113 (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. The offer or sale of such a security in a manner that varies or differs from, exceeds the scope of, or fails to conform with either a material term or material condition of qualification of the offering as set forth in the permit or qualification order, or a material representation as to the manner of offering which is set forth in the application for qualification, shall be an unqualified offer or sale.
(Amended by Stats. 1997, Ch. 391, Sec. 10. 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 2 - Issuer Transactions › Section 25112.

25112. (a) Any security issued by a person which is the issuer of any security registered under Section 12 of the Securities Exchange Act of 1934 or issued, by an investment company registered under the Investment Company Act of 1940, and which is not eligible for qualification under Section 25111, may be qualified by notification under this section.
(b) An application for qualification under this section 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, qualification of the sale of the securities 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 of the 10th business day after the filing of the application or the last amendment thereto or at such earlier time as the commissioner determines.
(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 2 - Issuer Transactions › Section 25114.

25114. Every qualification under this chapter is effective for 12 months from its effective date, unless the commissioner by order or rule specifies a different period, except during the time an order under Section 25140 or subdivision (a) of Section 25143 is in effect.
(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 2 - Issuer Transactions › Section 25115.

25115. Every application for qualification of an issuer transaction under this chapter shall be signed and verified by the issuer; every application for qualification of a nonissuer transaction under Section 25111 shall be signed and verified by the person on whose behalf the offering is being made or by the issuer on behalf of such person.
(Amended by Stats. 1970, Ch. 612.)
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 25116.

25116. (a) An evidence of indebtedness issued pursuant to a qualification under this chapter or Chapter 3 (commencing with Section 25120), and the purchasers or holders thereof, shall be exempt from the usury provisions of the Constitution, subject to compliance by the issuer and purchaser with the terms and requirements that may be imposed by the commissioner as a condition of the qualification. This section creates and authorizes a class of transactions and persons pursuant to Section 1 of Article XV of the Constitution.
(b) 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. 1996, Ch. 477, Sec. 2. Effective January 1, 1997.)