reglab/statecodes huggingface dataset:
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 - Class Exemption for Persons Issuing Life Income Contracts

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The following persons are hereby designated by class as
					 entitled to the exemption for the offer or sale of life income contracts
					 pursuant to subdivision (k) of Section
					 25100 of the Code: Any nonprofit
					 college or university which has total endowment funds (including annuity and
					 life income funds) according to its most recent audited financial statement of
					 not less than $2,000,000.
1. Amendment
					 filed 7-13-70; effective thirtieth day thereafter (Register 70, No.
					 29).
2. Editorial correction of NOTE filed 3-9-83 (Register 83, No.
					 11).
Note: Authority cited: Sections
						25100
						(k) and
						25610,
						Corporations Code. Reference: Section
						25100(k),
						Corporations Code.
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 260.100.2 - Definition of "Life Income Contract."

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The term "life income contract" as used in subdivision (k)
					 of Section
					 25100 of the Code means an
					 agreement between the issuer and a donor in consideration of a donation of
					 property (which must be irrevocable) to such issuer (and only to such issuer)
					 and providing for the payment to the donor or persons designated by him, for
					 the life of the donor or such other persons, of a variable return measured or
					 determined by the original value of the donated property and the return on
					 designated assets (which may be other than the donated
					 property).
1. New
					 section filed 7-13-70; effective thirtieth day thereafter (Register 70, No.
					 29).
2. Amendment filed 1-22-75; effective thirtieth day thereafter
					 (Register 75, No. 4).
3. Editorial correction of NOTE filed 3-9-83
					 (Register 83, No. 11).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25100(k),
						Corporations Code.
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 260.101 - Insurance Company Securities. [Repealed]

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. Amendment
					 filed 4-4-78; effective thirtieth day thereafter (Register 78, No.
					 14).
2. Amendment refiled 4-4-78; effective thirtieth day thereafter
					 (Register 78, No. 14).
3. Repealer filed 9-24-2009; operative
					 10-24-2009 (Register 2009, No. 39).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25101,
						Corporations Code.
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 260.101.1 - Definitions of Terms and Implementation of Section 25101 of the Code. [Repealed]

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. Amendment
					 filed 4-4-78; effective thirtieth day thereafter (Register 73, No. 14). For
					 prior history, see Register 78, No. 26.
2. Amendment refiled 4-4-78;
					 effective thirtieth day thereafter (Register 78, No. 14.)
3.
					 Amendment of subsections (c)(2) and (e) filed 8-11-89; operative 8-11-89
					 (Register 89, No. 33).
4. Amendment of subsections (a), (c) and (e)
					 and NOTE and new subsection (c)(2) filed 12-4-92; operative 1-4-93 (Register
					 92, No. 49).
5. Change without regulatory effect repealing section
					 filed 7-9-98 pursuant to section
					 100, title 1, California Code of
					 Regulations (Register 98, No. 28).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25101(b),
						Corporations Code.
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 260.101.2 - Certified National Securities Exchanges

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Pursuant to subdivision (a) of Section
					 25101 of the Code, the following
					 national securities exchanges are certified:
The NASDAQ Global Market
The New York Stock Exchange
NYSE Amex
Tier 1 of the NYSE Arca
Tier 1 of the NASDAQ OMX PHLX
1. New
					 section filed 4-4-78; effective thirtieth day thereafter (Register 78, No.
					 14).
2. New section refiled 4-4-78; effective thirtieth day
					 thereafter (Register 78, No. 14).
3. Amendment filed 12-14-79;
					 effective thirtieth day thereafter (Register 79, No. 50).
4.
					 Editorial correction of NOTE filed 3-9-83 (Register 83, No. 11).
5.
					 Change without regulatory effect adding subsection (b) and renumbering
					 undesignated paragraph as subsection (a) filed 4-19-91 pursuant to section
					 100, title 1, California Code of
					 Regulations; operative 4-19-91 (Register 91, No. 21).
6. Amendment
					 of subsection (a) and new subsection (c) filed 7-29-92; operative 8-28-92
					 (Register 92, No. 31).
7. Change without regulatory effect amending
					 subsections (a)-(c) and adding new subsection (d) filed 12-5-95 pursuant to
					 section 100, title 1, California Code of
					 Regulations (Register 95, No. 49).
8. Amendment filed 11-10-2009;
					 operative 12-10-2009 (Register 2009, No. 46).
Note: Authority cited: Sections
						25101
						and
						25610,
						Corporations Code. Reference: Section
						25101,
						Corporations Code.
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 260.101.3 - Notice Under Section 25101 (b) of the Code. [Repealed]

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. New
					 section filed 4-4-78; effective thirtieth day thereafter (Register 78, No.
					 14).
2. New section refiled 4-4-78; effective thirtieth day
					 thereafter (Register 78, No. 14).
3. Amendment filed 2-11-85;
					 effective thirtieth day thereafter (Register 85, No. 7).
4. Change
					 without regulatory effect of subsection (b) filed 9-10-87; operative 10-10-87
					 (Register 87, No. 37).
5. Change without regulatory effect pursuant
					 to section
					 100(b)(3), title
					 1, California Code of Regulations filed 12-15-89; operative 1-14-90 (Register
					 90, No. 1).
6. Amendment of subsection (a), form and NOTE,
					 redesignation and amendment of former subsections (b)-(c) and new subsections
					 (b)(1)-(2) filed 12-4-92; operative 1-4-93 (Register 92, No. 49).
7.
					 Change without regulatory effect repealing section filed 7-9-98 pursuant to
					 section 100, title 1, California Code of
					 Regulations (Register 98, No. 28).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25101(b),
						Corporations Code.
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 260.102 - Negotiating Permit

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An application for a negotiating permit referred to in
					 subdivision (c) of Section
					 25102 should be made on the form
					 set out in Section
					 260.113 of these rules, which
					 should be completed to the extent the information is available to the applicant
					 at the time of application for the negotiating permit, and to the extent that
					 it is not then available a brief statement should be included to that effect.
					 However, except where the material terms of an offering remain to be
					 negotiated, a permit qualifying the offer and sale will normally be issued if a
					 negotiating permit would be issued and the permit qualifying the offer and sale
					 should be applied for rather than a negotiating permit.
1. Amendment
					 filed 8-7-85; effective thirtieth day thereafter (Register 85, No.
					 32).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Sections
						25102
						and
						25113,
						Corporations Code.
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 260.102.1 - Non-Public Offering Under Subdivision (a) of Section 25102

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) For the
				  purposes of subdivision (a) of Section
				  25102 of the Code, no public
				  offering is involved in an offer made to not more than 35 persons. The number
				  of offerees referred to above is exclusive of the following:
(1) Those persons described in Section
				  25102(i) of the
				  Code and Sections
				  260.102.10 and
				  260.105.14 of these
				  rules.
(2) Officers, directors and
				  affiliates of the issuer and those persons described in Section
				  260.102.13, subject to the
				  definitions and limitations contained in Sections
				  260.102.12 and
				  260.102.13.
(3) For the purposes of this section, a
				  husband and wife (together with any custodian or trustee acting for the account
				  of their minor children) are counted as one person and a partnership,
				  corporation or other organization which was not specifically formed for the
				  purpose of purchasing the security offered in reliance upon this exemption, is
				  counted as one person.
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 260.102.2 - Non-Public Offering and Sale

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the purposes of subdivisions (e) and (g) of Section
					 25102 and subdivision (a) of
					 Section 25104 of the Code, an offer or
					 sale, does not involve any public offering if offers are not made to more than
					 25 persons and sales are not consummated to more than 10 of such persons, and
					 if all of the offerees either have a preexisting personal or business
					 relationship with the offeror or its partners, officers, directors or
					 controlling persons or by reason of their business or financial experience
					 could be reasonably assumed to have the capacity to protect their own interests
					 in connection with the transaction. The number of offerees and purchasers
					 referred to above is exclusive of any described in subdivision (i) of Section
					 25102 of the Code and a husband
					 and wife (together with any custodian or trustee acting for the account of
					 their minor children) are counted as one person. This section does not create
					 any presumption that a public offering is involved in offers not conforming to
					 this section, and the determination of whether or not a transaction not covered
					 by this section involves a public offering shall be made without reference to
					 this section.
1. Amendment
					 filed 1-11-72; effective thirtieth day thereafter (Register 72, No. 3). For
					 prior history, see Register 70, No. 50.
2. Amendment filed 10-26-81
					 as an emergency; designated effective 11-1-81 (Register 81, No. 44). A
					 Certificate of Compliance must be transmitted to OAL within 120 days or
					 emergency language will be repealed on 2-23-82.
3. Certificate of
					 Compliance transmitted to OAL 2-22-82 and filed 3-24-82 (Register 82, No.
					 13).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Sections
						25102
						and
						25104,
						Corporations Code.
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 260.102.3 - Evidence of Indebtedness

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The term "evidence of indebtedness' as used in subdivision
					 (e) in Section
					 25102 of the Code does not include
					 a debt security which is convertible into an equity security unless such debt
					 security is convertible into an equity security of the same issuer and the
					 offer and sale of such equity security would be exempt from the provisions of
					 Section 25110 of the Code by any provision
					 other than Section
					 25102(h) of the
					 Code.
1. Amendment
					 filed 7-13-70; effective thirtieth day thereafter (Register 70, No.
					 29).
2. Editorial correction of NOTE filed 3-9-83 (Register 83, No.
					 11).
Note: Authority cited: Sections
						25105
						and
						25610,
						Corporations Code. Reference: Sections
						25017
						and
						25102,
						Corporations Code.
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 260.102.4 - One Class of Stock

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the purposes of subdivision (h) of Section
					 25102 of the Code:
(a) Debt securities are not a "class of
				  stock" though they may be determined to be "equity" for the purpose of income
				  taxes with respect to either the corporation or the shareholders thereof or for
				  the purpose of priorities in bankruptcy or otherwise among creditors of the
				  corporation.
(b) A corporation does
				  not have "only one class of stock" outstanding if, at the time its shares are
				  issued, there exists or is presently intended to be executed a shareholders'
				  agreement pursuant to which any of the rights, preferences, privileges, or
				  restrictions upon its shares, as enumerated in Subdivision (e) of Section
				  25103 of the Code, are or would be
				  modified as to any such shares, or as to the holders of any such shares, in a
				  manner not applicable to all outstanding shares.
1. Amendment
					 filed 5-15-78; effective thirtieth day thereafter (Register 78, No.
					 20).
2. Change without regulatory effect amending subsection (b)
					 filed 9-25-2002 pursuant to section
					 100, title 1, California Code of
					 Regulations (Register 2002, No. 39).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Sections
						25102
						and
						25103,
						Corporations Code.
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 260.102.5 - Beneficial Ownership of Securities

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the purpose of Subdivision (h) of Section
					 25102 of the Code:
(a) Securities held by a partnership or joint
				  venture shall be considered to be owned beneficially by each of its partners or
				  joint venturers and securities held by a trustee shall be considered to be
				  owned beneficially by each of the beneficiaries, present, future, and
				  contingent of the trust, provided, however, that a future or contingent
				  beneficiary shall be disregarded if he or she is an ancestor, descendant or
				  spouse of a present beneficiary, or a custodian or trustee for his or her
				  account.
(b) In determining the
				  number of persons owning shares beneficially, the provisions of Subdivision (d)
				  of Section
				  158 of the Code are not
				  controlling and reference should be made to this rule and to Subdivision (h)(5)
				  of Section
				  25102 of the Code.
1. Amendment
					 filed 5-14-69; effective thirtieth day thereafter (Register 69, No.
					 20).
2. Amendment filed 5-15-78; effective thirtieth day thereafter
					 (Register 78, No. 20).
3. Editorial correction of NOTE filed 3-9-83
					 (Register 83, No. 11).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25102,
						Corporations Code.
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 260.102.6 - Transfer Restriction on Stock Issued Under Small Offering Exemption. (Repealed)

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. Amendment
					 filed 1-4-77; effective thirtieth day thereafter (Register 77, No. 2). For
					 prior history see Register 74, No. 9.
2. Amendment refiled 1-7-77;
					 effective thirtieth day thereafter (Register 77, No. 2).
3.
					 Amendment filed 5-15-78; effective thirtieth day thereafter (Register 78, No.
					 20).
4. Editorial correction of NOTE filed 3-9-83 (Register 83, No.
					 11).
5. Repealer filed 5-20-97; operative 5-20-97 pursuant to
					 Government Code section
					 11343.4(d)
					 (Register 97, No. 21).
Note: Authority cited: Sections
						25102
						and
						25610,
						Corporations Code. Reference: Section
						25102,
						Corporations Code.
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 260.102.7 - Selling Expenses

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the purposes of Clause (2) of Subdivision (h) of
					 Section 25102 of the Code, "selling
					 expenses" means commissions, discounts or other compensation paid to any person
					 as remuneration for selling the securities.
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 260.102.9 - Proof of Mailing

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The mailing of the notice referred to in Section
					 260.102.8 of these rules may be
					 proved in the manner provided in Section
					 1013a
					 of the California Code of Civil Procedure for proof of mailing of papers in
					 civil actions, except that the affidavit of mailing need not be filed, but
					 should be retained in duplicate in the records of the attorney and of the
					 issuer.
1. Editorial
					 correction adding NOTE filed 3-9-83 (Register 83, No. 11).
Note: authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25102,
						Corporations Code.
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 260.102.10.1 - Distribution Under Securities and Exchange Commission Rule 144A

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Section
					 25102 (i) of the
					 Code requires that each purchaser represent that the purchaser is purchasing
					 for the purchaser's own account (or a trust account if the purchaser is a
					 trustee) and not with a view to or for sale in connection with any distribution
					 of the security. For purposes of Section
					 25102(i) of the
					 Code, an offer to resell or a resale made under Section
					 260.105.13.1 will not be viewed as
					 inconsistent with such purchaser representation.
1. New
					 section filed 3-1-93; operative 3-31-93 pursuant to Government Code section
					 11343.4(d)
					 (Register 93, No. 10).
2. Amendment filed 2-22-96; operative 2-22-96
					 pursuant to Government Code section
					 11343.4(d)
					 (Register 96, No. 8).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25102(i),
						Corporations Code.
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 260.102.11 - Advances and Loans in Connection with Small Offering Exemption

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the purposes of subdivision (h) of Section
					 25102 of the Code, advances or
					 loans made to the issuer shall not be deemed to be the "receipt of
					 consideration for the securities by the issuer," until the issuance of shares
					 in cancellation of the advances or loans, provided each of the following
					 conditions is met:
(a) The advances or
				  loans are made solely for the purpose of paying the expense incurred in
				  connection with the organization of the issuer and the initial sale of its
				  shares. Advances or loans includes advances on open book accounts and loans
				  evidenced by promissory notes or other evidences of indebtedness.
(b) The advances or loans are made by, and
				  owed to, the organizers of the corporation. For the purposes of this section,
				  "organizers" means the persons instrumental in forming the issuer and the
				  officers and directors of the issuer, but in no event may the number of persons
				  making such advances or loans exceed the number of issuees permissible under
				  Section 25102(h) of the
				  Code.
(c) The issuer has not
				  commenced business other than activities in connection with the organization
				  and preparation for regular business or issued shares at the time such advances
				  or loans are made.
(d) Any issuance
				  of shares in cancellation of such advances or loans is consummated within 90
				  days after the filing of the articles of incorporation of the issuer.
(e) This section does not create any
				  presumption that advances or loans made to the corporation not conforming to
				  this section constitute the 'receipt of consideration for the securities of the
				  issuer.'
1. New
					 section filed 1-22-75; effective thirtieth day thereafter (Register 75, No.
					 4).
2. Amendment filed 5-15-78; effective thirtieth day thereafter
					 (Register 78, No. 20).
3. Amendment filed 8-7-85; effective
					 thirtieth day thereafter (Register 85, No. 32).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Sections
						25102,
						25105
						and
						25110,
						Corporations Code.
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 260.102.12 - Limited Offering Exemption Interpretations

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) The provisions of this section apply to
				  the provisions of Section
				  25102(f) of the
				  Code.
(b) Integration. The term
				  "transaction" does not include
(1) any offer
				  or sale of a security made more than 6 months before the start of an offering
				  under the exemption or made more than six months after completion of an
				  offering under the exemption, so long as during those six month periods there
				  are no offers or sales of securities by or for the issuer that are of the same
				  or a similar class as those offered or sold pursuant to the exemption, other
				  than those offers or sales of securities under any purchase, savings, option,
				  bonus, appreciation, profit-sharing, thrift, incentive, pension or similar plan
				  solely for employees, directors, trustees or officers of the issuer or a
				  subsidiary of the issuer (note: Section
				  25102(f) is not
				  available for an offer or sale of a security to a pension or profit-sharing
				  trust of the issuer),
(2) any offer
				  or sale of a security pursuant to a qualification under Section
				  25110 or
				  25120 which became effective after
				  the filing of the notice of the transaction pursuant to Rule 260.102.14, or in
				  which the application for qualification discloses the transaction under the
				  exemption, whether past, current or proposed. This subsection does not create
				  any presumption that offers and sales not excluded from the transaction by its
				  provisions are to be integrated for the purposes of the exemption and that
				  determination shall be made without reference to this
				  subsection.
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 260.102.13 - Limited Offering Exemption Excluded Purchasers

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the purposes of Section
					 25102(f) of the
					 Code, the following purchasers are excluded from the count of purchasers for
					 purposes of Subparagraph (1) of that subdivision, except as provided in
					 Subsection (
l
) of Rule 260.102.12:
(a) The trustee of an issuer which is a trust
				  and the general partner of an issuer which is a partnership, who exercise
				  managerial functions with respect to such entities, and any officer, director
				  or general partner of a general partner of an issuer which is a
				  partnership.
(b) Any person who
				  occupies a position with the issuer, or with a general partner of an issuer
				  which is a partnership, with duties and authority substantially similar to
				  those of an executive officer of a corporation.
(c)
(1) Any
				  relative, spouse or relative of the spouse of a purchaser who has the same
				  principal residence as the purchaser;
(2) any trust or estate in which a purchaser
				  and any of the persons related to such purchaser as specified in Clause (1) or
				  Clause (3) collectively have more than 50% of the beneficial interest
				  (excluding contingent interests); and
(3) any corporation or other organization of
				  which a purchaser and any of the persons related to such purchaser as specified
				  in Clause (1) or Clause (2) collectively are beneficial owners of more than 50%
				  of the equity securities (excluding director's qualifying shares) or equity
				  interests. "Relative" means a person related by blood, marriage or
				  adoption.
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 260.102.14 - Limited Offering Exemption Notice of Transaction

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) An issuer who conducts a transaction
				  under section
				  25102(f) of the
				  Code shall file a notice with the Commissioner as follows:
(1) If in connection with the transaction the
				  issuer is filing a notice with the Securities and Exchange Commission pursuant
				  to section
				  4(6) of the
				  Securities Act of 1933 or Regulation D (Rule 230.503), the notice may be a copy
				  of the form first filed pursuant to those provisions. The fee required by
				  section
				  25608(c)
				  of the Code must accompany the filing. Each issuer (other than a California
				  corporation) must also file a consent to service of process (Form 260.165),
				  unless it already has a consent to service on file with the Commissioner. The
				  filing should be accompanied with a cover letter indicating that the filing is
				  pursuant to section
				  25102(f), and if
				  a consent to service is not included, a statement that the issuer already has a
				  consent to service on file with the Commissioner.
(2) Unless a notice is filed pursuant to
				  paragraph (1), the notice shall be filed electronically through the Internet
				  process made available by the Department at
www.dbo.ca.gov
. If the issuer claims the exception
				  under subsection (f), the notice shall be in the form and contain the
				  information specified by subsection (c) and in accordance with the instructions
				  in subsection (d).
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 260.102.15 - Distribution Under Securities and Exchange Commission Rule 144A

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Paragraph (3) of Section
					 25102(f) of the
					 Code requires that each purchaser represent that the purchaser is purchasing
					 for the purchaser's own account (or a trust account if the purchaser is a
					 trustee) and not with a view to or for sale in connection with any distribution
					 of the security. For purposes of paragraph (3) of Section
					 25102(f) of the
					 Code, an offer to resell or a resale made under Section
					 260.105.13.1 will not be viewed as
					 inconsistent with such purchaser representation.
1. New
					 section filed 3-1-93; operative 3-31-93 (Register 93, No. 10).
2.
					 Amendment filed 2-22-96; operative 2-22-96 pursuant to Government Code section
					 11343.4(d)
					 (Register 96, No. 8).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25102(f),
						Corporations Code.
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 260.102.16 - Limited Public Offering Exemption Notice of Transaction

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) An issuer who
				  conducts a transaction under Section
				  25102(n)
				  of the Code shall file the notices of transaction with the Commissioner as
				  follows:
(1) A First Notice of Transaction
				  must be filed with the Commissioner concurrently with the earlier of the
				  publication of the general announcement of the proposed offering or at the time
				  of the initial offer of securities. The fee required by Section
				  25608(x)
				  of the Code must accompany the filing. Each issuer (other than a California
				  corporation) must also file a consent to service of process (Form 260.165),
				  unless it already has a consent to service on file with the Commissioner. The
				  filing should be accompanied with a cover letter indicating that the filing is
				  pursuant to Section
				  25102(n), and if
				  a consent to service is not included, a statement that the issuer already has a
				  consent to service on file with the Commissioner. The claim of exemption is
				  available upon the filing of the First Notice of Transaction and the payment of
				  the filing fee, and terminates on the close or abandonment of the offering, but
				  in no case more than 210 days from the date of the filing of the First Notice
				  of Transaction.
(2) A Second Notice
				  of Transaction Pursuant to Corporations Code Section
				  25102(n) must be
				  filed within ten business days after the close or abandonment of the proposed
				  offering, but in any case no more than 210 days from the date of the filing of
				  the First Notice of Transaction.
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 260.102.17 - Disclosure Statement Requirement for Section 25102(n)/Rule 504 Offerings

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The written offering disclosure statement required to be
					 received by each natural person (including a corporation, partnership, or other
					 organization specifically formed by natural persons for the purpose of
					 acquiring the securities offered by the issuer) under paragraph (4) of
					 subdivision (n) of Section
					 25102 of the Code in an offering
					 of securities exempt from federal registration under the Securities Act of 1933
					 by virtue of Rule 504 of Regulation D promulgated by the Securities and
					 Exchange Commission shall be the information specified in paragraph (b)(2) of
					 Rule 502 of Regulation D [Reg. Sec.
					 230.502(b)(2)] .
					 For the purposes of the written offering disclosure statement required by
					 paragraph (4) of subdivision (n) of Section
					 25102 of the Code, the references
					 to a transaction under Rule 505 or 506 in paragraph (b)(2) of Rule 502 shall
					 include a transaction under Rule 504.
1. New
					 section filed 2-22-96; operative 2-22-96 pursuant to Government Code section
					 11343(d)
					 (Register 96, No. 8).
Note: Authority cited: Sections
						25102(n)(4)
						and
						25610,
						Corporations Code. Reference 25102(n), Corporations
						Code.
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 260.102.18 - Distribution Under Securities and Exchange Commission Rule 144A

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Paragraph (3) of Section
					 25102(n) of the
					 Code requires that each purchaser represent that the purchaser is purchasing
					 for the purchaser's own account (or a trust account, if the purchaser is a
					 trustee) and not with a view to or for sale in connection with any distribution
					 of the security. For purposes of paragraph (3) of Section
					 25102(n) of the
					 Code, an offer to resell or a resale made under Section
					 260.105.13.1 will not be viewed as
					 inconsistent with such purchaser representation.
1. New
					 section filed 2-22-96; operative 2-22-96 pursuant to Government Code section
					 11343(d)
					 (Register 96, No. 8).
2. Editorial correction (Register 96, No.
					 52).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25102(n),
						Corporations Code.
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 260.103 - Exemption from Qualification of Recapitalizations and Reorganizations

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) Pursuant to the
				  authority contained in Section
				  25105 of the Code, the following
				  transactions are exempted from the provisions of Section
				  25120 of the Code as not being
				  comprehended within the purposes of the Corporate Securities Law of 1968 and
				  the qualification of which is not necessary or appropriate in the public
				  interest or for the protection of investors:
(1) Any change in the rights, preferences,
				  privileges, or restrictions of or on outstanding securities, and any exchange
				  of securities by the issuer with its existing security holders exclusively, if
				  the transaction, had it involved the issuance of a new security containing the
				  changed rights, preferences, privileges, or restrictions, or a new issuance of
				  the exchange security, would have been exempt from the provisions of Section
				  25110 of the Code by any of the
				  subdivisions of Section
				  25102 of the Code or Section
				  260.105.14 of these rules;
				  and
(2) Any exchange of securities
				  in connection with any merger or consolidation or sale of corporate assets in
				  consideration wholly or in part of the issuance of securities under, or
				  pursuant to, a plan of reorganization or arrangement which, pursuant to the
				  provisions of the Bankruptcy Code, has been confirmed or is subject to
				  confirmation by the decree or order of a court of competent
				  jurisdiction.
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 260.103.1 - Authorization of New Classes of Stock

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Neither the authorization of a new class of stock by
					 amendment of the charter documents of a corporation nor the issuance and sale
					 of such new class of stock nor the issuance and sale of additional shares of an
					 outstanding class constitutes a change in the rights, preferences, privileges,
					 or restrictions of or on previously outstanding shares enumerated in
					 subdivision (e) of Section
					 25103 of the Code, even though the
					 new class of stock may have priority over or dilute the voting power of or the
					 preferences of such previously outstanding shares or otherwise indirectly
					 affect such previously outstanding shares. Any offer or sale of such new class
					 of stock is, however, subject to the provisions of Section
					 25110 or Section
					 25120 of the
					 Code.
1. Amendment
					 filed 1-11-72; effective thirtieth day thereafter (Register 72, No.
					 3).
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 260.103.2 - Stock Split

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
A "stock split" or "reverse stock split," as used in
					 subdivision (f) of Section
					 25103 of the Code means the
					 subdivision or combination of previously outstanding shares of stock (whether
					 or not including authorized and unissued shares) into a greater or lesser
					 number of shares of the same class, effected by an amendment to the charter
					 documents of the issuer. A stock split may or may not be accompanied by the
					 transfer of surplus to stated capital pursuant to a simultaneous change in the
					 par value of the shares as constituted after the stock split or pursuant to
					 resolution of the board of directors or shareholders.
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: Section
						25103,
						Corporations Code.
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 260.103.3 - Voting Shares. [Repealed]

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. Editorial
					 correction adding NOTE filed 3-9-83 (Register 83, No. 11).
2.
					 Repealer filed 9-24-2009; operative 10-24-2009 (Register 2009, No.
					 39).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25103,
						Corporations Code.
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 260.103.4 - Traded in the Market

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The phrase "traded in the market," as used in subdivision
					 (f) of Section
					 25103 of the Code means a stock
					 which is either listed or admitted to trading on a national securities exchange
					 or which is the subject of two-way quotations (i.e., both bid and asked prices)
					 regularly published on the electronic service operated by Pink Sheets LLC or
					 the OTC Bulletin Board.
1. Editorial
					 correction adding NOTE filed 3-9-83 (Register 83, No. 11).
2.
					 Amendment filed 11-10-2009; operative 12-10-2009 (Register 2009, No.
					 46).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25103,
						Corporations Code.
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 260.103.5 - Legend or Escrow of Stock Dividend Shares or Split Shares

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Any certificate representing shares issued in a stock
					 dividend or upon a stock split or reverse stock split which are exempted from
					 qualification by subdivision (f) of Section
					 25017 or subdivision (f) of
					 Section 25103 of the Code with respect to
					 shares subject to a legend or escrow condition (under this law or any prior
					 law) shall either have the same legend stamped thereon as was required with
					 respect to the previous shares or shall be deposited in escrow in addition to
					 or in substitution for the previous shares held in escrow. Any escrow holder is
					 hereby authorized to accept any such dividend shares or to surrender the
					 previous shares and accept in lieu thereof the split shares upon receipt of an
					 opinion of counsel to the effect that the dividend shares have been validly
					 issued or the split shares have been validly substituted for such previous
					 shares in a transaction pursuant to one of said exemptions.
1. Editorial
					 correction adding NOTE filed 3-9-83 (Register 83, No.
					 11).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Sections
						25017,
						25103
						and
						25141,
						Corporations Code.
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 260.104 - Unsolicited Orders

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For purposes of subdivision (b) of section
					 25104 of the Code, an order or
					 offer to buy a security is presumed not to be "unsolicited," if the
					 broker-dealer knows or has reason to know that the order or offer to buy is in
					 response to one or more of the following activities in which the selling
					 broker-dealer has engaged within the last sixty (60) days:
(a) Publicly quoted a bid or asked price for
				  the security which identifies the broker-dealer other than an interdealer
				  quotation system intended for broker-dealer use only.
(b) Made a direct solicitation that customers
				  purchase the security.
(c)
				  Recommended the purchase of the security to customers, either directly or in a
				  manner which would bring its recommendation to the attention of
				  customers.
(d) Volunteered
				  information about the issuer of the security either to a particular customer
				  who then purchased the security or to customers generally.
(e) Executed a transaction to purchase or
				  sell a security pursuant to its discretionary authority for a customer in a
				  discretionary account.
A statement to the effect that the security is ineligible
					 for purchase or sale in California or that investment in a security is not
					 recommended for California purchasers included in a recommendation or other
					 information circulated with respect to a security or an issuer does not negate
					 the presumption created by this section.
This section does not create a presumption that an order or
					 offer to buy is "unsolicited," if the broker-dealer has not engaged in the
					 above activities within the previous sixty (60) days.
The term "customer," as used in this section, does not
					 include persons to whom offers and sales may be made pursuant to the exemption
					 set forth in subdivision (c) of section
					 25104 of the
					 Code.
1. Repealer
					 and new section filed 3-1-91; operative 3-31-91 (Register 91, No.
					 13).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25104,
						Corporations Code.
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 260.104.1 - 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 subdivision (c) of
					 Section 25104 of the Code those
					 institutional investors and governmental agencies and instrumentalities
					 specified in Sections
					 260.102.10 and
					 260.105.14 of these
					 rules.
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 3-9-83 (Register 83,
					 No. 11).
Note: Authority cited: Sections
						25104(c)
						and
						25610,
						Corporations Code. Reference: Section
						25104,
						Corporations Code.
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 260.104.2 - Bona Fide Secured Party

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
The phrase "bona fide secured party," as used in
					 subdivision (e) of Section
					 25104 of the Code, does not
					 include a secured party who takes securities in pledge without any intention or
					 expectation that they will be redeemed but merely as a step in the distribution
					 thereof to the public.
1. Editorial
					 correction adding NOTE filed 3-9-83 (Register 83, No.
					 11).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25104,
						Corporations Code.
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 260.104.3 - Securities Subject to Legend or Escrow Condition. [Repealed]

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
1. New
					 section filed 11-23-70 as an emergency; designated effective 11-23-70 (Register
					 70, No. 48).
2. Certificate of Compliance Sec.
					 11422.1, Gov. Code, filed 12-9-70
					 (Register 70, No. 50).
3. Editorial correction of NOTE filed 3-9-83
					 (Register 83, No. 11).
4. Repealer filed 8-7-85; effective thirtieth
					 day thereafter (Register 85, No. 32).
Note: Authority cited: Section
						25610,
						Corporations Code. Reference: Section
						25104,
						Corporations Code.
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 260.104.4 - Order Withholding Exemption

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
If securities are qualified, pursuant to a limited offering
					 qualification as defined in subdivision (e) of Section
					 260.001 of these rules, the
					 Commissioner may issue an order withholding the exemption provided in
					 subdivision (h) of Section
					 25104 of the Code with respect to
					 all or any part of the securities qualified by such limited offering
					 qualification and with respect to previously outstanding securities of the same
					 class as those qualified pursuant to such qualification. This order may be
					 issued at the time when the limited offering qualification becomes effective or
					 at any subsequent time.
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. Editorial correction of NOTE filed 3-9-83 (Register 83, No.
					 11).
Note: Authority cited: Sections
						25104(h)
						and
						25610,
						Corporations Code. Reference: Section
						25104,
						Corporations Code.