California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 2 - Exemptions from Qualification › Section 260.100.3 - Request for Order of Exemption

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) Any issuer whose notes, drafts, bills of
				  exchange or banker's acceptances would be exempt from the qualification
				  requirements of the Corporate Securities Law by virtue of subdivision (1) of
				  Section 25100 but for the fact that such
				  securities are to be offered and sold in amounts of less than $25,000 in the
				  aggregate to any one purchaser may request an order of exemption pursuant to
				  subdivision (1) of Section
				  25100 for such securities.
Generally, unless otherwise stated in the order, the order
					 of exemption shall be for a one-year period and may be renewed for additional
					 periods upon submission and approval of subsequent requests for order of
					 exemption.
The order of exemption shall only be applicable to the
					 securities described in the request for the order when offered and sold in the
					 manner described in the request for the order. The order of exemption will
					 exempt the securities that are the subject of the order from the provisions of
					 Sections 25110,
					 25120 and
					 25130 of the Corporate Securities
					 Law.
(b) A request for such
				  order of exemption, or for renewal thereof, shall be submitted to the
				  Commissioner on the following form:
___________________________File No.
___________________________Date of
							 Request
DEPARTMENT OF BUSINESS OVERSIGHT STATE OF CALIFORNIAREQUEST
					 FOR ORDER OF EXEMPTION PURSUANT TO SUBDIVISION (1) OF SECTION
					 25100 OF THE CORPORATE SECURITIES
					 LAW OF 1968
1.
				  ___________________________
(Name of Issuer)
2. ___________________________
(Address of Principal Executive Office of
					 Issuer)
3.
a. Is Issuer a corporation, partnership,
				  bank, trust or other entity? ___________________________
b. State of incorporation or jurisdiction
				  under which organized __________
4. Name and address of person to whom
				  correspondence regarding this request should be addressed:
___________________________________________________
5.
(a) Title of securities
(b) Maturities (days
							 or months) Min.-Max.
(c) Denominations Min.-Max.
(d) Renewable
							 (yes or no)
(e) Minimum investment
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
(f)
(g)
Average dollar amount of such securities in minimum
							 investments of less than $25,000 outstanding during previous 12
							 months
Average dollar amount of such securities outstanding during
							 previous 12 months
California
Total
California
Total
_____________$______________
$
___________________________
$
___________________________
$
___________________________
___________________________
___________________________
___________________________
___________________________
6.
				  Briefly describe the business done by the Issuer and its parent or
				  subsidiaries.
7. Briefly describe
				  the class or classes of persons to whom the securities will be offered and the
				  manner in which such persons will be solicited for such offers. Explain the
				  suitability of the security as an investment for the individuals to whom offers
				  are made and explain any relationships between such individuals and the Issuer.
				  Attach copies of any advertising or other information disclosing the nature of
				  the investment that is utilized in the solicitation process.
8. Briefly describe the terms of the
				  securities, including renewal provisions or "roll-over" features. Describe the
				  relationship between denomination, maturity, and rate of return, and the manner
				  in which the Issuer establishes the rate of return. Explain whether the
				  securities are sold at a discount or whether periodic interest payments are
				  made. Attach a specimen certificate for each type of security to be issued
				  pursuant to this exemption evidencing the security to be issued.
9. State the principal transactions out of
				  which the securities arise or the principal purposes for which the net proceeds
				  of the sales of such securities are to be used and the approximate amount
				  intended to be used for each such transaction or purpose.
10. Attach as exhibits, if applicable, the
				  following which are hereby incorporated by reference.
a. Financial statements of the Issuer as
				  required by Section
				  260.613 of Title 10 of the
				  California Code of Regulations.
b.
				  Copies of the Issuer's most recent Form 10-K and Form 8-K filings with the
				  Securities and Exchange Commission (or the filings of the parent if the Issuer
				  has not made such filings).
c.
				  Copies of each of the most recent ratings by nationally recognized statistical
				  rating organizations of the Issuer's securities issuable pursuant to the
				  exemption under Section
				  25100 (
l
), or a
				  description thereof if copies are not available.
d. A schedule which sets forth the Issuer's
				  ratio of earnings to fixed charges, current ratio, quick asset ratio and
				  inventory turnover (all based on the Issuer's most current financial
				  information).
e. A copy of any "no
				  action" letters issued by the Securities and Exchange Commission regarding
				  whether the Issuer's securities are exempt from the registration requirements
				  of the Securities Act of 1933 pursuant to Section
				  3(a)(3). If no
				  such letters have been requested or received, attach an opinion of counsel that
				  such securities are so exempt.
11. Are any of the Issuer's securities in
				  default?
12. Describe any material
				  changes which may have occurred subsequent to the dates of any financial
				  statements or information submitted. Is the Issuer aware of any information
				  which would give rise to questions regarding the ratings disclosed under Item
				  10c? If so, describe the information.
13. There is no adverse order, judgment or
				  decree entered in connection with Issuer's debt securities that are exempt
				  pursuant to Section
				  25100 (
l
), or
				  similar exemption in another jurisdiction, or Section
				  3(a)(3) of the
				  Securities Act of 1933, by any state regulatory authority, any court, or the
				  Securities and Exchange Commission, except as follows: (If none, so
				  state)
14. Submit any additional
				  statements or information which will assist the Commissioner in determining
				  whether qualification of such securities is necessary or appropriate in the
				  public interest or for the protection of investors.
15. The Issuer agrees, in the event it does
				  not reapply for an exemption under Subdivision (1) of Section
				  25100, to furnish the information
				  specified in Item 5 above for the period during which the exemption herein
				  applied for is in effect, if granted, within 90 days after the expiration of
				  such exemption.
The Issuer has duly caused this request to be signed on its
					 behalf by the undersigned, thereunto duly authorized.
_________________________
(Issuer)
By_______________________
(Title)
I certify (or declare) under penalty of perjury under the
					 laws of the State of California that I have read this request and the exhibits
					 thereto and know the contents thereof, and that the statements therein are true
					 and correct.
Executed at _______________(Place) on __________(Date),
					 20___.
_________________________
(Signature)
Instruction: It is recognized that if this is the Issuer's
					 first request for Order of Exemption, some of the information requested by this
					 application may not be available to the Issuer. If any requested information is
					 not available, the Issuer shall so state and explain why the information is not
					 available. The Commissioner expects that all Issuers who intend to apply for
					 this Order of Exemption on a continuous basis will take appropriate action
					 subsequent to the initial request to obtain information that was unavailable
					 for this request for submission in subsequent requests for Order of Exemption
					 pursuant to Section
					 25100
(l)
.