PART 2. QUALIFICATION OF AND FILING REQUIREMENTS FOR THE SALE OF SECURITIES [25100. - 25166.]

Heading of Part 2 amended by Stats. 1997, Ch. 391, Sec. 3.

§§ 25100–25166 · 47 sections

1. CHAPTER 1. Exemptions and Certain Securities and Transactions Not Subject to Qualification §§ 25100–25105 · 11 sections

   • § 25100 The following securities are exempted from Sections 25110, 25120, and 25130: (a) Any security (including a revenue obligation) issued or guaranteed by the…
   • § 25100.1 The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security defined as a “covered security” pursuant to Section 18(b)(1) of…
   • § 25101 The following securities are exempt from the provisions of Section 25130: (a) Any security issued by a person that is the issuer of any security listed on a…
   • § 25101.1 The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security that is offered or sold in a transaction that is exempt from…
   • § 25102 The following transactions are exempted from the provisions of Section 25110: (a) Any offer (but not a sale) not involving any public offering and the…
   • § 25102.1 The following transactions are not subject to Sections 25110, 25120, and 25130: (a) Any offer or sale of a security to a “qualified purchaser” as that term is…
   • § 25102.2 The commissioner shall require any issuer that is engaged in the business of purchasing, selling, financing, or brokering real estate, and that relies upon an…
   • § 25102.5 There shall be exempted from Section 25110 a transaction that is the sale of a series of notes secured directly by an interest in the same real property, or…
   • § 25103 The following transactions are exempted from the provisions of Section 25110 and Section 25120: (a) Any negotiations or agreements prior to general…
   • § 25104 The following transactions are exempted from the provisions of Section 25130: (a) Any offer or sale of a security by the bona fide owner thereof for his or her…
   • § 25105 There shall be exempted from the provisions of Section 25110, 25120 or 25130 any other transaction which the commissioner by rule exempts as not being…
2. CHAPTER 2. Issuer Transactions §§ 25110–25118 · 9 sections

   • § 25110 It is unlawful for any person to offer or sell in this state any security in an issuer transaction (other than in a transaction subject to Section 25120),…
   • § 25111 (a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be qualified by…
   • § 25112 (a) Any security issued by a person which is the issuer of any security registered under Section 12 of the Securities Exchange Act of 1934 or issued, by an…
   • § 25113 (a) All securities, whether or not eligible for qualification by coordination under Section 25111 or qualification by notification under Section 25112, may be…
   • § 25114 Every qualification under this chapter is effective for 12 months from its effective date, unless the commissioner by order or rule specifies a different…
   • § 25115 Every application for qualification of an issuer transaction under this chapter shall be signed and verified by the issuer; every application for qualification…
   • § 25116 (a) An evidence of indebtedness issued pursuant to a qualification under this chapter or Chapter 3 (commencing with Section 25120), and the purchasers or…
   • § 25117 (a) An evidence of indebtedness, and the purchasers or holders thereof, shall be exempt from the usury provisions of Section 1 of Article XV of the California…
   • § 25118 (a) An evidence of indebtedness issued by an entity or guaranteed by an entity that is an affiliate (as defined in Section 150) of the borrower that, on the…
3. CHAPTER 3. Recapitalizations and Reorganizations §§ 25120–25122 · 3 sections

   • § 25120 (a) Except as provided in subdivision (b), it is unlawful for any person to offer or sell in this state any security in any of the following manners: (1) In an…
   • § 25121 The securities qualified for sale under this chapter shall be qualified by permit under this section. The application for the permit shall be signed and…
   • § 25122 Qualification of securities under this chapter becomes effective upon the commissioner issuing a permit authorizing the issuance of such securities.
4. CHAPTER 4. Nonissuer Transactions §§ 25130–25134 · 5 sections

   • § 25130 It is unlawful for any person to offer or sell any security in this state in any nonissuer transaction unless it is qualified for such sale under this chapter…
   • § 25131 (a) The securities to be offered or sold in a nonissuer transaction, which are not eligible for qualification under Section 25111, shall be qualified by…
   • § 25132 Every qualification under this chapter and every qualification of a nonissuer transaction under Section 25111 is effective for 12 months from its effective…
   • § 25133 It is unlawful for any person without the written consent of the commissioner to consummate the sale or transfer of any securities heretofore or hereafter…
   • § 25134 Every applicant seeking qualification for the sale of securities shall, upon request of the commissioner, furnish to the commissioner an authorization for…
5. CHAPTER 5. Authority of the Commissioner §§ 25140–25151 · 12 sections

   • § 25140 (a) (1) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any qualification of an underwritten…
   • § 25141 The commissioner may impose as a condition of qualification under Chapter 2 (commencing with Section 25110) or Chapter 3 (commencing with Section 25120) of…
   • § 25142 When application is made for a permit to issue securities or to deliver other consideration (whether or not the security or transaction is exempt from…
   • § 25143 (a) The commissioner may by order summarily postpone or suspend the effectiveness of any qualification pending final determination of any proceeding under this…
   • § 25144 The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is otherwise in the public…
   • § 25145 Every issuer qualifying securities for sale in this state shall at all times keep and maintain a complete set of books, records, and accounts of such sales and…
   • § 25146 For a period of 18 months after the qualification is effective, the commissioner may by rule or order require an issuer who has filed an application to file…
   • § 25147 The commissioner may by rule or order require as a condition of qualification that any security qualified under Section 25113 be sold only on a specified form…
   • § 25148 Except in cases where the delivery of a prospectus or proxy statement is required under the Securities Act of 1933 or the Securities Exchange Act of 1934, the…
   • § 25149 The commissioner may act as escrow holder for securities required to be deposited in escrow by his order.
   • § 25150 The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, appraisers, or other experts which may be presented by an…
   • § 25151 (a) Upon the filing of a written request for the consent to transfer securities referred to in Section 25133, accompanied by such information and documents as…
6. CHAPTER 6. General Provisions §§ 25160–25166 · 7 sections

   • § 25160 Every application for qualification shall state (1) the maximum amount of securities proposed to be offered in this state; and (2) any adverse order, judgment,…
   • § 25161 Any document filed under this law or a predecessor statute may be incorporated by reference in a subsequent application or notice filing if it was filed within…
   • § 25162 An amendment to an application filed after the effective date of the qualification of the sale of securities, if such amendment is approved by the…
   • § 25163 In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
   • § 25164 (a) Neither (1) the fact that an application for qualification under this law has been filed nor (2) the fact that such qualification has become effective…
   • § 25165 Every applicant for qualification of the sale of securities under this law or every person filing an application or a notice under Sections 25100.1, 25101.1,…
   • § 25166 It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice, or report filed with the commissioner under…