reglab/statecodes huggingface dataset:
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 4 - Standards for the Exercise of the Commissioner's Authority › Subarticle 11 - Oil and Gas Interests › Miscellaneous Provisions › Section 260.140.131.8 - Limited Offerings

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The Commissioner may approve any offering on a basis
						  other than that permitted in these rules, if the class of investors is
						  sufficiently limited. The Commissioner will take into consideration in
						  reviewing such restricted or limited offerings, among other things, the
						  identity of the investors, the suitability standards to be employed, the
						  relationship of the investors, the knowledgeability of the investors, the
						  legal, business, technical and accounting advice available to and utilized by
						  the investors and any other factors deemed relevant.
1.
						  Editorial correction adding NOTE filed 11-8-82 (Register 82, No.
						  46).
Note: Authority cited: Section
							 25610,
							 Corporations Code. Reference: Section
							 25140,
							 Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 4 - Standards for the Exercise of the Commissioner's Authority › Subarticle 11 - Oil and Gas Interests › Miscellaneous Provisions › Section 260.140.131.9 - Provisions of Partnership Agreement

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The requirements and/or provisions of appropriate
						  portions of the following sections shall be included in the partnership
						  agreement or other charter document: 260.140.122.3; 260.140.123.6;
						  260.140.125.1; 260.140.126; 260.140.127.1; 260.140.127.2; 260140.127.3;
						  260.140.127.4; 260.140.127.5; 260.140.128.1; 260.140.128.2; 260.140.128.3;
						  260.140.128.4; 260.140.128.5; 260.140.128.6; 260.140.128.7; 260.140.128.8;
						  260.140.128.9; 260.140.131.1; 260.140.131.5 and
						  260.140.131.7.
1.
						  Editorial correction adding NOTE filed 11-8-82 (Register 82, No.
						  46).
Note: Authority cited: Section
							 25610,
							 Corporations Code. Reference: Section
							 25140,
							 Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 4 - Standards for the Exercise of the Commissioner's Authority › Subarticle 12 - Nonissuer Qualifications › Section 260.140.135 - General Standard

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Except as otherwise provided in this subarticle, a
						security will not be qualified for nonissuer transactions pursuant to Section
						25130 of the Code unless it
						appears (i) that full, complete and accurate information is provided upon all
						matters required to be stated in the application, (ii) that all information
						contained therein whether required or not, is accurate and not misleading, and
						(iii) that there is no factor indicating that the market in the security will
						be subject to manipulation or other artificial influences. The failure of an
						issuer to make available to the public on a timely basis adequate and accurate
						information regarding developments materially affecting its affairs or
						securities normally will be deemed a factor indicating that the market in the
						security will be subject to artificial influence.
1. New
						Subarticle 12 (Secs.
						260.140.130 through
						260.140.134) filed 5-10-73;
						effective thirtieth day thereafter (Register 73, No. 19).
2.
						Renumbering of Sections
						260.140.130 -
						260.140.134 to
						260.140.135 -
						260.140.139 filed 12-6-74;
						effective thirtieth day thereafter (Register 74, No.
						49).
Note: Authority cited: Sections
						  25241
						  and
						  25610,
						  Corporations Code. Reference: Div. 1, Title 4, Sections
						  25140-
						  25142,
						  25241
						  and
						  25534,
						  Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 4 - Standards for the Exercise of the Commissioner's Authority › Subarticle 12 - Nonissuer Qualifications › Section 260.140.136 - Application of Standards for Issuer Transactions

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Ordinarily, applications to qualify securities for
						nonissuer transactions are subject to the standards for review of applications
						for the qualification of issuer transactions only in the following
						instances:
(a) An application is filed
					 in connection with a proposed offering of the securities pursuant to a
					 registration under the Securities Act of 1933 (15 USC 77a et seq.)
					 or pursuant to an exemption under Regulation A under that Act. (17 CFR
					 230.251 et seq.).
(b) The issuer within 24 months immediately
					 preceding the date of filing the application had a public offering which was
					 not qualified in this state or which was qualified in this state as a limited
					 offering.
(c) A significant market
					 for the securities proposed to be qualified does not presently exist in
					 California. A significant market in the securities will be deemed to exist if
					 the securities are held by not less than 100 persons in California and are
					 subject to regular quotations of prices by at least one market maker.
1.
						Editorial correction adding NOTE filed 3-9-83 (Register 83, No.
						11).
2. Amendment filed 8-7-85; effective thirtieth day thereafter
						(Register 85, No. 32).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Sections
						  25131
						  and
						  25140,
						  Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 4 - Standards for the Exercise of the Commissioner's Authority › Subarticle 12 - Nonissuer Qualifications › Section 260.140.137 - Shell Companies

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An application to qualify securities for nonissuer
						transactions should show that the issuer's assets are productively employed in
						the operation of an on-going business. Ordinarily an issuer showing annual
						gross receipts from operations of not less than $500,000 will be deemed to meet
						this requirement.
1.
						Editorial correction adding NOTE filed 3-9-83 (Register 83, No.
						11).
2. Amendment filed 8-7-85; effective thirtieth day thereafter
						(Register 85, No. 32).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Sections
						  25131
						  and
						  25140,
						  Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 4 - Standards for the Exercise of the Commissioner's Authority › Subarticle 12 - Nonissuer Qualifications › Section 260.140.138 - Non-Qualifiable Securities

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Ordinarily, securities which are subject to any of the
						limitations described below will not be qualified for nonissuer
						transactions:
(a) Common shares which
					 are nonvoting or whose voting rights are disproportionate to other classes of
					 common shares in relation to market price or equity interest.
(b) Securities which are not freely
					 transferable. Securities which are subject to an escrow or legend condition or
					 to a right of first refusal, and stock purchased for investment (letter stock)
					 are considered to be not freely transferable within the meaning of this
					 provision. If only some but not all securities of the class sought to be
					 qualified are subject to such limitations, the application will not be denied
					 solely on this ground if adequate assurances are established against a
					 distribution of the securities subject to the limitations.
1.
						Editorial correction adding NOTE filed 3-9-83 (Register 83, No.
						11).
2. Amendment filed 8-7-85; effective thirtieth day thereafter
						(Register 85, No. 32).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Sections
						  25131
						  and
						  25140,
						  Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 4 - Standards for the Exercise of the Commissioner's Authority › Subarticle 12 - Nonissuer Qualifications › Section 260.140.139 - Failure to Furnish Information

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Failure to supply information with the application which
						is sought to be excused under the provisions of subdivision (d) of Section
						25131 of the Code shall be
						supported by an affidavit. The affidavit shall be executed by the applicant and
						by each person on whose behalf the distribution is to be made and shall
						include, as to each deficiency:
(a) A
					 statement that the information is unknown to such person (and, if a corporation
					 or partnership, to all officers, directors and partners thereof);
(b) A statement of all efforts made to obtain
					 such information and the reasons ascribed to their failure; and
(c) A statement in reasonable detail as to
					 the reasons why further efforts to obtain such information should be deemed to
					 involve unreasonable effort or expense.
1.
						Editorial correction adding NOTE filed 3-9-83 (Register 83, No.
						11).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Sections
						  25131
						  and
						  25140,
						  Corporations Code.
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 1 - Conditions on Promotional Shares › Section 260.141 - Waiver of Assets and Dividends

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Until such conditions are removed by order of the
						Commissioner, normally all promotional shares should be subject to the
						conditions that the holders thereof waive all rights:
(a) To receive cash or property dividends;
					 and
(b) To participate in any
					 distribution of assets, in the event of liquidation.
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 1 - Conditions on Promotional Shares › Section 260.141.1 - Restriction on Transfer

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
It is unlawful to consummate a sale or transfer of any
						promotional shares, or any interest therein, without the prior written consent
						of the Commissioner, except pursuant to the order or process of any court
						provided that such transfer is on condition that any certificate evidencing
						such shares issued to the transferee shall contain the legend required by this
						Section. The certificates representing all shares subject to promotional
						waivers, whether upon original issuance or upon any transfer thereof, shall,
						until this condition is removed by order of the Commissioner, bear on their
						face a legend, prominently stamped or printed thereon and in capital letters of
						not less than 10-point size, reading as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
						TO CERTAIN RESTRICTIONS, INCLUDING WAIVERS OF DIVIDENDS AND ASSETS; AND IT IS
						UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THEM, OR ANY INTEREST THEREIN, OR
						RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
						COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA."
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 1 - Conditions on Promotional Shares › Section 260.141.2 - Removal of Conditions on Promotional Shares

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Upon application, the Commissioner may issue an order
						eliminating the conditions imposed on promotional shares when the issuer has
						demonstrated a satisfactory earnings record, if no other circumstances exist
						which would require the continuation of one or more of such conditions. The
						removal of such conditions is solely within the discretion of the Commissioner
						and no right is conferred by the imposition of such conditions upon the holders
						of shares other than promotional shares to their continuation. An earnings
						record will usually be considered satisfactory if the average annual earnings
						during a three-year period is equal to a reasonable return for the particular
						type of business on an amount determined by multiplying the total number of
						outstanding shares of the issuer by the average price at which the
						nonpromotional shares were originally issued and sold.
1.
						Amendment of form filed 5-14-69; effective thirtieth day thereafter (Register
						69, No. 20).
2. Amendment filed 1-4-77; effective thirtieth day
						thereafter (Register 77, No. 2).
3. Amendment refiled 1-7-77;
						effective thirtieth day thereafter (Register 77, No.
						2).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Section
						  25141,
						  Corporations Code.
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 1 - Conditions on Promotional Shares › Section 260.141.3 - Use of Escrow Rather than Legend

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
In cases where the Commissioner determines that there is
						an unusual danger that promotional shares might be distributed to the public
						despite the requirement of a legend on the certificates, he may require that
						the certificates representing promotional shares be deposited in escrow. No
						person shall be qualified to act as escrow holder until the Commissioner has
						issued a written order approving such person as an escrow
						holder.
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 260.141.10 - Bases for Imposition of Legend Condition

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
In cases where securities are issued pursuant to a
						limited offering qualification and (a) a variation from the standards normally
						imposed in an open qualification is approved by the Commissioner based upon the
						characteristics of the particular purchasers or their close relationship with
						the issuer and the Commissioner determines that there is a substantial danger
						that subsequent transfers of such securities might be unfair, unjust or
						inequitable to the subsequent purchasers thereof despite the provisions of the
						Code requiring the qualification of nonissuer transactions, or (b) the
						applicant requests that a restriction on transfer be imposed, a condition may
						be imposed on the qualification restricting the transfer of the securities to
						be offered and sold and requiring a legend on the certificates therefor in
						accordance with Section
						260.141.11 of these
						rules.
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 260.141.12 - Removal of Restriction on Transfer

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Upon application (Form 260.141.50), the Commissioner will
						issue an order eliminating the restriction on transfer provided for in any
						condition imposed pursuant to Section
						260.141.10, or eliminating the
						restriction on transfer imposed upon securities by an order issued pursuant to
						Section 25534 of the Code, if the
						Commissioner finds:
(a) That
					 circumstances no longer require the imposition of the condition, and
(b) That subsequent transfers of the
					 securities are not likely to be unfair, unjust or inequitable to any purchaser
					 thereof.
1.
						Amendment filed 1-4-77; effective thirtieth day thereafter (Register 77, No.
						2).
2. Amendment refiled 1-7-77; effective thirtieth day thereafter
						(Register 77, No. 2).
3. Amendment filed 5-3-83; effective thirtieth
						day thereafter (Register 83, No. 19).
4. Amendment of first
						paragraph filed 5-20-97; operative 5-20-97 pursuant to Government Code section
						11343.4(d)
						(Register 97, No. 21).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Section
						  25141,
						  Corporations Code.
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 260.141.14 - Amendment to Escrow Conditions

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
All previous permits issued by the Commissioner under the
						California Corporate Securities Law as it existed prior to January 2, 1969
						requiring the escrow of securities (whether or not promotional) are hereby
						amended to permit the transfer of such securities pursuant to the order or
						process of any court without the consent of the Commissioner, provided a notice
						that such transfer has been effected and stating the name of the transferee
						accompanied by a copy of the order or process is mailed to the Commissioner
						within five days after such transfer is consummated, together with a copy of
						the appropriate receipt of the escrow holder.
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 260.141.15 - Substitution of Commissioner as Escrow Holder

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An escrow holder may request that the Commissioner be
						substituted as escrow holder and, upon a showing of good cause such as the
						suspension of the corporate existence of the issuer for nonpayment of franchise
						fees, such substitution will be ordered without payment of the fees prescribed
						by Section
						25608(k) of the
						Code. Upon issuance of an order substituting the Commissioner as escrow holder,
						the former escrow holder shall deliver all escrowed certificates to the
						Commissioner in accordance with his written instructions and shall furnish
						together therewith in duplicate a list of all certificates held in escrow
						setting forth the name of the issuer and showing the serial number or other
						identification of each certificate, the name of the security holder as it
						appears thereon, the number of shares or the fact amount and the class of
						securities evidenced thereby. One copy of such list will be returned to the
						former escrow holder as his receipt.
1. New
						section filed 7-13-70; effective thirtieth day thereafter (Register 70, No.
						29).
Note: Authority cited: Section
						  25610,
						  Corporations Code.
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 3 - Impound Condition › Section 260.141.20 - Imposition of Impound Condition

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
In a case where the offering of securities is not firmly
						underwritten, the Commissioner considers that the following conditions normally
						require the imposition of an impound condition:
(a) That a specific minimum amount of funds
					 is necessary to finance the proposed undertaking as described in the
					 application; and
(b) That it is
					 inadvisable for the issuer to expend any of the proceeds from the sale of
					 securities prior to receipt of such minimum amount.
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 3 - Impound Condition › Section 260.141.21 - Operation of Impound Condition

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
When an impound condition is imposed in connection with
						the sale of securities, the issuer may not issue any certificates or other
						evidences of securities, except subscription agreements, unless and until the
						impound condition has been satisfied and the impounds have been released to the
						issuer pursuant to an order of the Commissioner, as provided in Section
						260.141.24 of these rules. All
						checks shall be made payable to the depositary or to a licensed broker-dealer
						acting as the selling agent.
One hundred percent of any amounts received from the sale
						of securities, including any amounts to be allowed as selling expenses, shall
						within 48 hours of the receipt be placed with the depositary until the
						Commissioner takes further action pursuant to Section
						260.141.24 of these
						rules.
1.
						Editorial correction (Register 72, No. 36).
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 3 - Impound Condition › Section 260.141.22 - Subscription Agreements and Purchase Receipts

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) When an impound condition is imposed, the
					 issuer shall deliver to each subscriber a subscription agreement in a form
					 approved by the Commissioner. The subscription agreement shall set forth, at
					 least,
(1) the complete names and addresses
					 of the issuer and the subscriber;
(2) the complete name of the agent of the
					 issuer or broker receiving the payment;
(3) the number of securities purchased and
					 the total purchase price;
(4) the
					 amount of the payment received;
(5)
					 the complete name and address of the depositary with whom the payment will be
					 placed; and
(6) the date of the
					 payment. In addition, the subscription agreement should contain the following
					 statement: "This subscription is made pursuant to, and is subject to, the terms
					 and conditions of the qualification approved by the Commissioner of
					 Corporations of the State of California for (name of issuer) under date of
					 (date of qualification)." Subscription agreements shall be consecutively
					 numbered and prepared in quadruplicate and the original given to the
					 subscriber, the first copy to the depositary together with the payment
					 received, the second copy to the issuer, and the third copy shall be retained
					 by the broker, if any, unless the Commissioner approves another form of
					 subscription agreement. For example, the Commissioner may require that the
					 subscription agreements be press-numbered.
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 3 - Impound Condition › Section 260.141.23 - Depositary

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) Funds subject
					 to an impound condition shall be placed in a separate escrow account with an
					 approved depositary, which normally shall be a national bank located in
					 California or a California bank. The Commissioner may permit the use of any
					 national bank or foreign state-chartered bank subject to regulatory supervision
					 similar to that of California banks by an issuer located in another state if
					 less than 50% of the securities are offered in California.
(b) An application for the Commissioner's
					 approval of a depositary shall contain the following information:
(1) The name, including identification of the
					 branch office, if any, and the address of the depositary;
(2) A written consent of the depositary to
					 act in such capacity;
(3) A copy of
					 the agreement between the issuer and the depositary containing all the terms
					 and conditions pursuant to which the depositary will act. The agreement shall
(A) provide that the disbursement of the
					 impounded funds by the depositary will be at the direction of the Commissioner
					 only;
(B) provide that, unless and
					 until the Commissioner orders the release of the impounded funds to the issuer,
					 such funds are not the assets of the issuer;
(C) list the records to be maintained by the
					 depositary;
(D) provide that the
					 depositary cannot resign as the escrow holder without the consent of the
					 Commissioner;
(E) provide that the
					 records of the type specified in Section
					 25145 of the Code, which are made
					 and kept by the depositary, are available for inspection by the Commissioner
					 and that the depositary will furnish to the Commissioner, upon demand, at such
					 place designated in such demand, true, correct, complete and current copies of
					 any or all of such records; and
(F)
					 authorize the Commissioner to inspect the account without obtaining any further
					 permission from the issuer.
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 3 - Impound Condition › Section 260.141.24 - Release of Impounds

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a)
					 The Commissioner will authorize the depositary to release the impounds to the
					 issuer when the full amount of impounds specified in the impound condition has
					 been deposited with the depositary, and any other conditions to such release
					 have been satisfied, unless there have been changes in the plan of operation or
					 in other circumstances that would render that amount of impounds inadequate to
					 finance the proposed plan of operations, or circumstances have changed so that
					 the Commissioner could no longer find that the sale of the securities is fair,
					 just and equitable.
(b) An
					 application for an order of the Commissioner authorizing the release of
					 impounds to the issuer shall be signed and verified in accordance with Sections
					 260.110.2 and
					 250.14 of these rules and shall
					 contain the following:
(1) A statement of the
					 issuer that all required proceeds from the sale of securities have been placed
					 with the depositary in accordance with the terms and conditions of the impound
					 condition and that there have been no changes in the plan of operation or in
					 other circumstances that would render the amount of the impounds inadequate to
					 finance the proposed plan of operation.
(2) A statement of the depositary signed by
					 an appropriate officer setting forth the aggregate amount of impounds placed
					 with the depositary.
(3) A
					 statement of the issuer that the required proceeds are represented by
					 unconditional subscription agreements which are not loans and are not subject
					 to rescission or rejection by the issuer or the subscriber.
(4) Such other information as the
					 Commissioner may require in a particular case. For example, if the issuer has
					 engaged in the conduct of business, the Commissioner may require a statement
					 prepared in accordance with Section
					 260.613 of these rules together
					 with a statement of all significant liabilities, including contingent
					 liabilities, which the issuer has incurred since the date of the financial
					 statements; if the issuer has not been engaged in the conduct of business, the
					 Commissioner may require a statement to that effect and setting forth all the
					 liabilities, including contingent liabilities, which the issuer has incurred
					 prior to the filing of the application for release of impounded
					 funds.
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 3 - Impound Condition › Section 260.141.25 - Failure to Comply with Impound Condition

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) If the specified amount of impounds has
					 not been obtained as of the date specified in the impound condition, or upon
					 the earlier issuance of a stop order or order suspending or revoking the
					 permit, the Commissioner will issue an order directing the depositary to return
					 to each subscriber the amount of impounds which corresponds to each such
					 subscriber's payments.
(b) In
					 unusual cases an extension of time may be granted upon application. Such an
					 application should be filed as an amendment in accordance with Section
					 260.110.4 of these rules and
					 should include a statement from the issuer setting forth the reasons why the
					 amount specified in the impound condition has not been obtained and the reasons
					 leading the issuer to believe that the specified amount can be obtained if the
					 impound is extended. In the event of any extension, the Commissioner shall
					 direct the issuer to give each subscriber notice of the extension and by
					 separate order shall authorize the depositary to release to any subscriber, who
					 within thirty (30) days from the date the notice is distributed makes a demand
					 therefor to the Commissioner, the amount of impounds which corresponds to such
					 subscriber's purchase payments. A copy of such notice should accompany the
					 application.
1.
						Amendment filed 6-12-80; effective thirtieth day thereafter (Register 80, No.
						24).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Section
						  25141,
						  Corporations Code.
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 3 - Impound Condition › Section 260.141.26 - Removal of Impound Condition

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The Commissioner will issue an order removing the impound
						condition if an order is issued by the Commissioner authorizing the depositary
						to release the full amount of the funds impounded and the issuer is qualified
						to offer and sell additional securities.
1. New
						section filed 1-4-77; effective thirtieth day thereafter (Register 77, No.
						2).
2. Section refiled 1-7-77; effective thirtieth day thereafter
						(Register 77, No. 2).
3. Amendment filed 5-3-83; effective thirtieth
						day thereafter (Register 83, No. 19).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Section
						  25141,
						  Corporations Code.
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 3 - Impound Condition › Section 260.141.27 - Requests for Variance

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
It is impossible to foresee or provide for all of the
						variant circumstances which may exist in a particular case, and these standards
						are not intended to preclude the application of more liberal or more stringent
						standards if the circumstances so justify. Whenever an applicant believes that
						the facts and circumstances presented in its application justify a variance
						from any of the rules of this subarticle which would otherwise be applicable,
						it may submit a verified request for variance therefrom setting forth all of
						the reasons which it believes justify its request.
1. New
						section filed 6-12-80; effective thirtieth day thereafter (Register 80, No.
						24).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Section
						  25141,
						  Corporations Code.
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 3.5 - Employment of Agents by Issuer › Section 260.141.30 - Employment of Agents

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a)
					 An issuer shall not employ agents in connection with a distribution of
					 securities subject to qualification under Section
					 25110 or
					 25120 of the Code unless it
					 complies with the provisions of this subarticle.
(b) No person may act as an agent for an
					 issuer unless such person is (1) a licensed broker-dealer or (2) an individual
					 who is an officer or employee of the issuer, and such individual has been named
					 as an agent pursuant to Item 11 of Section
					 260.111(b), Item
					 10 of Section
					 260.112, Item 9 of Section
					 260.121.1(a) or
					 Item 12 of Section
					 260.121.1(b). An
					 amendment to the qualification must be filed in connection with the employment
					 of a person as an agent who is not named in the application for qualification
					 as stated above; however, no amendment is required upon the termination of
					 employment of an agent.
(c) Each
					 such agent shall perform his duties for the issuer under the direct supervision
					 of designated officer or other official of the applicant. Each agent shall be
					 trained in the procedures required in connection with their activities
					 (including the requirements for the delivery of the prospectus, offering
					 circular, proxy statement or other disclosure document; the requirements as to
					 suitability of purchasers, if any, and the taking of information in connection
					 with such requirements; and the procedures required in connection with
					 subscriptions and, if applicable, the impound of the proceeds of the
					 offering).
1. New
						Article 3.5 (Sections
						260.141.30 and
						260.141.31) filed 11-29-79 as an
						emergency; designated effective 1-1-80. Certificate of Compliance included
						(Register 79, No. 48).
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Section
						  25141,
						  Corporations Code.
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 3.5 - Employment of Agents by Issuer › Section 260.141.31 - Surety Bond

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An issuer which employs agents in connection with a
						distribution of securities subject to qualification under Section
						25110 or
						25120 of the Code shall file with
						the Commissioner a surety bond complying with Section
						260.216.15.
Note: Authority cited: Section
						  25610,
						  Corporations Code. Reference: Section
						  25141,
						  Corporations Code.
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 4 - Removal or Modification of Conditions › Section 260.141.50 - Application for Removal or Modification of Conditions

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An application for removal or modification of conditions
						on securities or on the qualification of securities imposed pursuant to Section
						25141 or
						25534 of the Code shall be made on
						the following form:
File No. _________________________
Insert file number of Issuer, if any
Fee: $ _________________________
See Corp. Code Sec.
						25608(i) and
						(j)
Date of Application ____________________
DEPARTMENT OF BUSINESS OVERSIGHT STATE OF
						CALIFORNIA
APPLICATION FOR REMOVAL OF CONDITIONS
Imposed Pursuant to the Corporate Securities Law of
						1968
___________________________
1. Name of Issuer:
					 ___________________________
2.
					 Address of Principal Office of Issuer: ___________________________
___________________________
3. Name and Address of Person to Whom
					 Correspondence Regarding This Application Should be Addressed:
					 ___________________________
___________________________
4. Identify each condition the removal of
					 which is requested by this application.
a. If
					 imposed upon a qualification pursuant to Corp. Code Sec.
					 25141, specify the date of this
					 qualification.
b. If imposed
					 pursuant to an order issued under Corp. Code Sec.
					 25534, specify the date of such
					 order.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 6 - Other Provisions Concerning Exercise of the Commissioner's Authority › Section 260.142 - Hearing in Connection with Exchange of Securities

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
A hearing will be ordered by the Commissioner in connection
					 with any transaction described in Section
					 25142 of the Code upon the request
					 of the applicant. The provisions of Sections
					 250.17-250.25 of these rules shall
					 be applicable to such hearings.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 6 - Other Provisions Concerning Exercise of the Commissioner's Authority › Section 260.150 - Technical Reports

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) The
				  Commissioner may require the submission of a technical report whenever he
				  determines that such a report is necessary in resolving a matter pending before
				  him. The cost of a technical report shall be borne by the person requested by
				  the Commissioner to submit it. The Commissioner may require or permit a
				  technical report to be prepared by an employee of the State of
				  California.
(b) The engineer,
				  appraiser or other skilled person preparing a technical report shall submit
				  with such report a statement as to his qualifications and experience and a
				  statement of any material relationship or other factor which tends to impair
				  his independence from the subject matter to which or the person to whom the
				  technical report relates.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 6 - Other Provisions Concerning Exercise of the Commissioner's Authority › Section 260.150.1 - Technical Reports Prepared by State Employee

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
When a technical report is to be prepared by an employee of
					 the State of California, the Commissioner shall estimate the expense of making
					 such report and notify the applicant thereof. Before any preparation of the
					 technical report is commenced, the applicant shall deposit with the
					 Commissioner the estimated expense of such report. If it appears that the
					 expense of preparing the report will exceed the estimate, an additional deposit
					 may be required before the report is filed. When the deposit exceeds the actual
					 expense incurred in preparing the report, the excess will be returned to the
					 applicant.
1. Amendment
					 filed 12-4-84; effective thirtieth day thereafter (Register 84, No.
					 49).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25150,
						Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 6 - Other Provisions Concerning Exercise of the Commissioner's Authority › Section 260.151 - Request for Consent to Transfer Securities Subject to Legend or Escrow Condition

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The consent to transfer required by Section
					 25133 of the Code may be requested
					 pursuant to Section
					 25151 of the Code on the following
					 form:
(a) Transferor statement form:
(Department of Business Oversight Use
							 Only)
Department of Business Oversight
File No.
							 ___________________________
Fee Paid $ ___________________________
(Insert file no. of previous filings before the Dept. if
							 any)
Receipt No. ___________________________
FEE: $ ___________________________
(To be completed by
							 applicant.
The required fee is $20
							 per transfer (Sec.
							 25608(m), Corp.
							 Code).)
Date of Application:
___________________________
DEPARTMENT OF BUSINESS OVERSIGHT STATE OF
					 CALIFORNIA
APPLICATION FOR CONSENT TO TRANSFER SECURITIES
					 PURSUANT TO SECTION
					 25151 OF THE CORPORATE SECURITIES
					 LAW OF 1968
This represents (check appropriate box):
[] The initial filing. [] An amendment to application dated
					 __________
THE SECURITIES PROPOSED TO BE TRANSFERRED ARE SUBJECT TO
					 (CHECK APPROPRIATE BOX)
[] LEGEND CONDITION.
[] LEGEND
							 CONDITION.
1.
(a) Name of Issuer:
(b) Former Name, If Any:
___________________________
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 7 - General Provisions Relating to Qualification › Section 260.162 - Amendments

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An amendment to an application filed before or after the
					 effective date of the qualification of the sale of securities shall be made on
					 the form used for the original qualification with the appropriate heading
					 checked on the facing page prescribed by Section
					 260.111 of these rules. The facing
					 page shall be completely filled in; and only such other items of the applicable
					 form as are being amended shall be included. The amendment should include a
					 recalculation of the fee payable resulting from the change in authority
					 reflected in the amended application plus $50 for an application filed after
					 the effective date of the original qualification.
1. Amendment
					 filed 7-13-70; effective thirtieth day thereafter (Register 70, No.
					 29).
Note: Authority cited: Sec.
						25610, Corporations
						Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 8 - Licensing of Broker-Dealers and Agents › Section 260.200 - Designation of Institutional Investors and Governmental Agencies and Instrumentalities by Class

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
There are hereby designated pursuant to Section
					 25200 and Section
					 25202 of the Code those
					 institutional investors and governmental agencies and instrumentalities
					 specified in Sections
					 260.102.10 and
					 260.105.14 of these rules,
					 including corporations having a net worth on a consolidated basis, according to
					 their most recent audited financial statement, of not less than
					 $14,000,000.
1. Amendment
					 filed 4-30-70 as an emergency; designated effective 5-1-70 (Register 70, No.
					 18).
2. Certificate of Compliance filed 6-10-70 (Register 70, No.
					 24).
3. Editorial correction adding NOTE filed 4-6-83 (Register 83,
					 No. 15).
Note: Authority cited: Sections
						25200,
						25202
						and
						25610,
						Corporations Code. Reference: Sections
						25200
						and
						25202,
						Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 8 - Licensing of Broker-Dealers and Agents › Section 260.204 - Brokers Effecting Transactions in Certain Securities Exempt Under Federal Law. [Repealed]

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. New
					 section filed 12-24-69 as an emergency; designated effective 1-2-70.
					 Certificateof Compliance included (Register 69, No. 52).
2.
					 Amendment filed 7-13-70; effective thirtieth day thereafter (Register 70, No.
					 29).
3. Editorial correction filed 11-9-82 (Register 82, No.
					 46).
4. Repealer filed 1-31-91; operative 3-2-91 (Register 91, No.
					 8).
Note: Authority cited: Sections
						25204
						and
						25610,
						Corporations Code. Reference: Section
						25204,
						Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 8 - Licensing of Broker-Dealers and Agents › Section 260.204.2 - Exemption for Certain Investment Advisers

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An exemption from the provisions of Section
					 25230 is hereby granted, as being
					 necessary and appropriate in the public interest and for the protection of
					 investors, to any person who does not hold itself out generally to the public
					 as an investment adviser, and who advises only banks, trust companies, savings
					 and loan associations, real estate investment trusts as defined in Sections
					 23000 and
					 23002 of the Code, or the
					 organizations specified in Section
					 25203 of the Code, or any
					 combination of the foregoing.
1. Amendment
					 filed 9-2-77; effective thirtieth day thereafter (Register 77, No. 36). For
					 prior history, see Register 71, No. 29.
2. Editorial correction
					 filed 11-9-82 (Register 82, No. 46).
Note: Authority cited: Sections
						25204
						and
						25610,
						Corporations Code. Reference: Section
						25204,
						Corporations Code.
California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 8 - Licensing of Broker-Dealers and Agents › Section 260.204.3 - Exemption for Certain Real Estate Salesmen. [Repealed]

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. New
					 section filed 4-6-72 as an emergency; effective upon filing (Register 72, No.
					 15).
2. Certificate of Compliance filed 7-20-72 (Register 72, No.
					 30).
3. Amendment filed 11-14-78; effective thirtieth day thereafter
					 (Register 78, No. 45).
4. Repealer filed 11-29-79 as an emergency;
					 designated effective 1-1-80. Certificate of Compliance included (Register 79,
					 No. 48).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25204,
						Corporations Code.