DIVISION 3. CAPITAL ACCESS COMPANIES [28000. - 28958.]

Division 3 added by Stats. 1998, Ch. 668, Sec. 3.

§§ 28000–28958 · 104 sections

CHAPTER 1. General Provisions §§ 28000–28049 · 26 sections
1. ARTICLE 1. Short Title and Construction §§ 28000–28004 · 5 sections
  - § 28000 This division shall be known and may be cited as the “Capital Access Company Law.”
  - § 28001 This division shall be liberally construed to accomplish its purposes.
  - § 28002 The provisions of the Corporate Securities Law of 1968 (Division 1 (commencing with Section 25000) of Title 4) shall apply to licensees.
  - § 28003 The Legislature finds all of the following: (a) It is necessary to increase job opportunities in the state. (b) Promoting the establishment, growth, and…
  - § 28004 (a) The purpose of this division is to provide for the licensure and regulation of capital access companies that will provide risk capital and management…
2. ARTICLE 2. Definitions §§ 28030–28049 · 21 sections
  - § 28030 Subject to additional definitions contained in this division which are applicable to specific provisions of this division, and unless the context otherwise…
  - § 28031 “Accredited investor” means a person who is defined in Section 2(a)(15) of the Securities Act of 1933, or any other person that the Securities and Exchange…
  - § 28032 “Affiliate” means any person or persons controlling, controlled by, or under common control with, other specified persons.
  - § 28033 “Commissioner” means the Commissioner of Financial Protection and Innovation or their designee with respect to a particular matter.
  - § 28034 “Company” means a corporation, limited partnership, limited liability company, or other form of business entity, which is organized under the laws of the State…
  - § 28035 “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a specified person.
  - § 28036 “Controlling person,” when used with respect to a specified person, means any person who controls the specified person, directly or indirectly, through one or…
  - § 28037 “Insolvent,” when used with respect to any person, means a person who has ceased to pay his or her debts in the ordinary course of business, who cannot pay his…
  - § 28038 “License” means a license issued under this division authorizing a licensee to transact business as a capital access company.
  - § 28039 “Licensee” means a company that is licensed under this division.
  - § 28040 “Officer” means either of the following: (a) When used with respect to a corporation, any person appointed or designated as an officer of the corporation by or…
  - § 28041 “Order” means any approval, consent, authorization, exemption, denial, prohibition, or requirement applicable to a specific case issued by the commissioner.…
  - § 28042 “Parent,” when used with respect to a specified person other than a natural person, means any person other than a natural person that controls the specified…
  - § 28043 “Person” means any natural person, proprietorship, joint venture, partnership, trust, business trust, syndicate, association, joint stock company, corporation,…
  - § 28044 “Principal security holder,” means any person who owns, directly or indirectly, of record or beneficially, securities representing 10 percent or more of the…
  - § 28045 “To provide financing assistance to a person” means to purchase securities issued by the person, either directly from the person, or indirectly through a…
  - § 28046 “Security” has the meaning set forth in Section 25019.
  - § 28047 “Small business firm” means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its…
  - § 28047.1 “Smaller business firm” means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its…
  - § 28048 “Subsidiary,” when used with respect to a specified person other than a natural person, means any person other than a natural person controlled by the…
  - § 28049 “Voting power” has the meaning set forth in Section 194.5.
CHAPTER 2. Administration §§ 28100–28111 · 12 sections
- § 28100 The commissioner shall administer and enforce the provisions of this division in a manner that facilitates the legislative purposes set forth in Section 28004,…
- § 28101 Whenever the commissioner issues an order or license under this division, the commissioner may impose any conditions that are in his or her opinion necessary…
- § 28102 Any application filed with the commissioner under this division or under any regulation or order issued under this division shall be in a form, shall contain…
- § 28103 In determining whether to approve any application filed under this division or under any regulation or order issued under this division, the commissioner may…
- § 28104 (a) The commissioner may do both of the following: (1) Make public or private investigations within or outside this state that he or she deems necessary to…
- § 28105 The commissioner may provide information relating to a licensee or any parent or subsidiary of the licensee to, or receive information relating to a licensee…
- § 28106 If the commissioner permits any licensee, any affiliate of the licensee, or any governmental agency to inspect or make copies of any record relating to the…
- § 28107 The commissioner may refer any evidence available concerning any violation of this division or of any regulation or order issued under this division that…
- § 28108 Before any applicant for a license is issued a license, the applicant and each parent and subsidiary of the applicant shall file, and each person that becomes…
- § 28109 Whenever any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this division or by any regulation or order…
- § 28110 (a) Fees shall be paid to, and collected by, the commissioner, as follows: (1) The fee for filing with the commissioner an application for a license shall be…
- § 28111 (a) If a licensee becomes licensed as a small business investment company and is subject to regulation by the Small Business Administration under the federal…
CHAPTER 3. Licensing §§ 28150–28155 · 6 sections
- § 28150 (a) Except as provided in subdivision (b), no person proposing to transact or transacting business in this state, other than a licensee, shall use any name or…
- § 28151 No person other than a person who meets the definition of a licensee may be issued a license under this division.
- § 28152 If the commissioner finds all of the following with respect to an application for a license, the commissioner shall approve the application: (a) That the…
- § 28153 (a) For purposes of Section 28152, the commissioner may find: (1) That a director, officer, or controlling person of an applicant is not of good character if…
- § 28154 Except pursuant to Section 28551, no license shall be transferable or assignable.
- § 28155 No licensee shall represent that it is sponsored, recommended, or approved by, or that its abilities or qualifications have in any respect been passed upon by,…
CHAPTER 4. Organizational Matters §§ 28200–28212 · 5 sections
1. ARTICLE 1. Organization and Name §§ 28200–28201 · 2 sections
  - § 28200 The organizational documents of the licensee shall include the following statement: (a) The activities of the licensee are limited to the promotion of…
  - § 28201 No licensee shall, except by prior written notice to the commissioner, transact business under any name other than its corporate name.
2. ARTICLE 2. Directors §§ 28210–28212 · 3 sections
  - § 28210 Each licensee shall have a board of directors, executive committee, or other policy body, which shall consist of not less than three members.
  - § 28211 The board of directors, executive committee, or other policy body of each licensee shall hold a meeting not less frequently than once each calendar year.
  - § 28212 The board of directors, executive committee, or other policy body of each licensee shall approve the contract to be entered into between the licensee and any…
CHAPTER 5. Offices § 28320 · 1 section
1. ARTICLE 1. Establishing, Relocating, and Closing Offices § 28320 · 1 section
  - § 28320 (a) No licensee shall relocate its head office without prior written notice to the commissioner. (b) No licensee shall establish, relocate, or close any office…
CHAPTER 6. Transaction of Business §§ 28400–28405 · 3 sections
- § 28400 No licensee shall engage in any business other than the following: (a) The business of providing financing assistance through the purchase of securities of…
- § 28404 No licensee shall provide financing assistance to any small business firm for the purpose of evading the requirements of this division.
- § 28405 This section creates and authorizes an exempt class of persons pursuant to Section 1 of Article XV of the California Constitution. The restrictions upon rates…
CHAPTER 7. Records, Reports, and Examinations §§ 28500–28505 · 6 sections
- § 28500 Each licensee shall make and keep books, accounts, and other records in the form and in the manner that the commissioner may by regulation or order require.…
- § 28501 Each licensee shall, not more than 90 days after the close of each of its fiscal years or within a longer period that the commissioner may by regulation or…
- § 28502 Each licensee, director, officer, and employee of a licensee, and each parent and subsidiary of a licensee shall file with the commissioner all reports that…
- § 28503 (a) The commissioner shall examine each licensee not less frequently than once each calendar year. (b) (1) The commissioner may at any time examine any…
- § 28504 (a) A licensee may, after the approval of the board of directors, executive committee, or other policy body of the licensee, cause or permit any other person…
- § 28505 Subject to the provisions of Rules 250.10 and 250.10.5 of the Commissioner of Financial Protection and Innovation (10 C.C.R. Secs. 250.10 and 250.10.5), the…
CHAPTER 8. Acquisition of Control §§ 28550–28552 · 3 sections
- § 28550 No person shall, except with the prior written approval of the commissioner, acquire control of a licensee.
- § 28551 The commissioner shall approve an application for approval to acquire control of a licensee only if, after notice and a hearing, the commissioner finds all of…
- § 28552 (a) For purposes of Section 28551, the commissioner may find: (1) That an applicant or a director or officer of an applicant is not of good character if the…
CHAPTER 9. Merger and Purchase or Sale of Business §§ 28600–28604 · 5 sections
- § 28600 For purposes of this chapter: (a) “Acquiring licensee” means either of the following: (1) In the case of a merger, the licensee that is the surviving company.…
- § 28601 No licensee shall merge with any other company unless either of the following apply: (a) If the licensee is to be the surviving company, the merger is first…
- § 28602 No licensee shall purchase all or substantially all of the business of any other person unless the purchase is first approved by the commissioner.
- § 28603 No licensee shall sell all or substantially all of its business to any other person unless the other person is a licensee and the sale is first approved by the…
- § 28604 The commissioner shall approve an application for approval of a merger, purchase, or sale, only if, after notice and a hearing, the commissioner finds all of…
CHAPTER 10. Voluntary Surrender of License §§ 28650–28651 · 2 sections
- § 28650 Any licensee may offer to surrender its license by filing with the commissioner the license and a report, which shall (a) be in a form, (b) contain…
- § 28651 (a) Except as otherwise provided in subdivision (b), a voluntary surrender of a license shall be effective upon the issuance of an order by the commissioner…
CHAPTER 11. Enforcement §§ 28700–28716 · 17 sections
- § 28700 For purposes of this chapter, unless the context otherwise requires: (a) “Office with a licensee” means the position of director, officer, or employee of the…
- § 28701 Whenever it appears to the commissioner that any person has violated, or that there is reasonable cause to believe that any person may violate, any provision…
- § 28702 (a) If the commissioner finds that any person has violated, or that there is reasonable cause to believe that any person may violate, Section 28150, the…
- § 28703 The commissioner may issue a cease and desist order, including an order to take appropriate corrective action, if, after notice and a hearing, the commissioner…
- § 28704 (a) The commissioner may issue a cease and desist order, including an order to take appropriate corrective action, if the commissioner finds both of the…
- § 28705 The commissioner may issue an order removing a subject person from that person’s office with the licensee, if any, and prohibiting that person from further…
- § 28706 The commissioner may issue an order removing a subject person from his or her office, if any, with the licensee and prohibiting him or her from further…
- § 28707 (a) The commissioner may issue an order suspending a subject person from his or her office, if any, with the licensee and prohibiting him or her from further…
- § 28708 (a) The commissioner may issue an order suspending a subject person from his or her office, if any, with the licensee and prohibiting him or her from further…
- § 28709 Any person to whom an order is issued under Section 28705, 28706, 28707, or 28708 may apply to the commissioner to modify or rescind the order. The…
- § 28710 The commissioner may issue an order suspending or revoking the license of a licensee, if, after notice and a hearing, the commissioner finds any of the…
- § 28711 (a) If the commissioner finds that any of the factors set forth in Section 28710 is true with respect to any licensee and that it is necessary for the…
- § 28712 Any person whose license is suspended or revoked shall immediately deliver the license to the commissioner.
- § 28713 Any person to whom an order is issued under Section 28709 or 28710 may apply to the commissioner to modify or rescind the order. The commissioner shall not…
- § 28714 (a) If the commissioner finds that any of the factors set forth in Section 28709 is true with respect to any licensee and that it is necessary for the…
- § 28715 Sections 11041, 11042, and 11043 of the Government Code do not apply to the Commissioner of Financial Protection and Innovation.
- § 28716 (a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document, or tangible…
CHAPTER 12. Crimes and Criminal Penalties §§ 28800–28881 · 7 sections
1. ARTICLE 1. General Provisions §§ 28800–28802 · 3 sections
  - § 28800 It shall be unlawful for any person willfully to make any untrue statement of a material fact in any application, report, or other document filed with the…
  - § 28801 It shall be unlawful for any person having custody of any of the books, accounts, or other records of a licensee willfully to refuse to allow the commissioner,…
  - § 28802 It shall be unlawful for any person, with intent to deceive any director, officer, employee, auditor, or attorney of a licensee, the commissioner or any…
2. ARTICLE 2. Conflicts of Interest §§ 28820–28821 · 2 sections
  - § 28820 In this article, unless the context otherwise requires: (a) (1) “Associate,” when used with respect to a licensee, means all of the following: (A) Any…
  - § 28821 (a) A licensee shall not provide financial or managerial assistance to, or for the benefit of, any person to the detriment of a small business firm or smaller…
3. ARTICLE 3. Criminal Penalties §§ 28880–28881 · 2 sections
  - § 28880 Any person who willfully violates any provision under this chapter shall upon conviction be fined not more than two hundred fifty thousand dollars ($250,000)…
  - § 28881 Nothing in this division limits the power of the state to punish any person for any act which constitutes a crime under any statute.
CHAPTER 13. Civil Penalties §§ 28900–28901 · 2 sections
- § 28900 If, after notice and a hearing, the commissioner finds that any person has violated any provision of this division or of any regulation or order issued under…
- § 28901 The provisions of Section 28900 are additional to, and not alternative to, other provisions of this division which authorize the commissioner to issue orders…
CHAPTER 14. Miscellaneous Provisions §§ 28950–28958 · 9 sections
- § 28950 No provision of this division imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, permit, order, or…
- § 28951 (a) The commissioner may from time to time make, amend, and rescind the rules, forms, and orders that are necessary to carry out this law, and define any…
- § 28952 The commissioner may honor requests from interested persons for interpretive opinions.
- § 28953 In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
- § 28954 Every final order, decision, license, or other official act of the commissioner is subject to judicial review in accordance with law.
- § 28955 Nothing in this law, shall impair, derogate, or otherwise affect the authority or powers of the commissioner under the Corporate Securities Law of 1968 (Part 3…
- § 28956 If any provision of this division , or the application thereof to any person or circumstance, is held invalid, the invalidity shall not affect other provisions…
- § 28957 Neither the commissioner nor any employee of the commissioner shall use any information which is filed with or obtained by the commissioner which is not public…
- § 28958 (a) The program established by this division shall be supported from funds appropriated by the Legislature from the State Corporations Fund. (b) The funds…