California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 5 - Conditions of Qualification › Subarticle 2 - Conditions Restricting Transfer of Other Securities › Section 260.141.11 - Restriction on Transfer

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a)
					 The issuer of any security upon which a restriction on transfer has been
					 imposed pursuant to Section
					 260.141.10 or
					 260.534 shall cause a copy of this
					 section to be delivered to each issuee or transferee of such security at the
					 time the certificate evidencing the security is delivered to the issuee or
					 transferee.
(b) It is unlawful for
					 the holder of any such security to consummate a sale or transfer of such
					 security, or any interest therein, without the prior written consent of the
					 Commissioner (until this condition is removed pursuant to Section
					 260.141.12 of these rules),
					 except:
(1) to the issuer;
(2) pursuant to the order or process of any
					 court;
(3) to any person described
					 in Subdivision (i) of Section
					 25102 of the Code or Section
					 260.105.14 of these
					 rules;
(4) to the transferor's
					 ancestors, descendants or spouse, or any custodian or trustee for the account
					 of the transferor or the transferor's ancestors, descendants, or spouse; or to
					 a transferee by a trustee or custodian for the account of the transferee or the
					 transferee's ancestors, descendants or spouse;
(5) to holders of securities of the same
					 class of the same issuer;
(6) by
					 way of gift or donation inter vivos or on death;
(7) by or through a broker-dealer licensed
					 under the Code (either acting as such or as a finder) to a resident of a
					 foreign state, territory or country who is neither domiciled in this state to
					 the knowledge of the broker-dealer, nor actually present in this state if the
					 sale of such securities is not in violation of any securities law of the
					 foreign state, territory or country concerned;
(8) to a broker-dealer licensed under the
					 Code in a principal transaction, or as an underwriter or member of an
					 underwriting syndicate or selling group;
(9) if the interest sold or transferred is a
					 pledge or other lien given by the purchaser to the seller upon a sale of the
					 security for which the Commissioner's written consent is obtained or under this
					 rule not required;
(10) by way of a
					 sale qualified under Sections
					 25111,
					 25112,
					 25113, or
					 25121 of the Code, of the
					 securities to be transferred, provided that no order under Section
					 25140 or subdivision (a) of
					 Section 25143 is in effect with respect to
					 such qualification;
(11) by a
					 corporation to a wholly owned subsidiary of such corporation, or by a wholly
					 owned subsidiary of a corporation to such corporation;
(12) by way of an exchange qualified under
					 Section 25111,
					 25112 or
					 25113 of the Code, provided that
					 no order under Section
					 25140 or subdivision (a) of
					 Section 25143 is in effect with respect to
					 such qualification;
(13) between
					 residents of foreign states, territories or countries who are neither domiciled
					 nor actually present in this state;
(14) to the State Controller pursuant to the
					 Unclaimed Property Law or to the administrator of the unclaimed property law of
					 another state; or
(15) by the State
					 Controller pursuant to the Unclaimed Property Law or by the administrator of
					 the unclaimed property law of another state if, in either such case, such
					 person (i) discloses to potential purchasers at the sale that transfer of the
					 securities is restricted under this rule, (ii) delivers to each purchaser a
					 copy of this rule, and (iii) advises the Commissioner of the name of each
					 purchaser;
(16) by a trustee to a
					 successor trustee when such transfer does not involve a change in the
					 beneficial ownership of the securities;
(17) by way of an offer and sale of
					 outstanding securities in an issuer transaction that is subject to the
					 qualification requirement of Section
					 25110 of the Code but exempt from
					 that qualification requirement by subdivision (f) of Section
					 25102; provided that any such
					 transfer is on the condition that any certificate evidencing the security
					 issued to such transferee shall contain the legend required by this
					 section.