Corp. Code, § 25102.1 · Chapter 1. Exemptions and Certain Securities and Transactions Not Subject to Qualification
Corp. Code, § 25102.1
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
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 defined by rule of the Securities and Exchange Commission pursuant to Section 18(b)(3) of the Securities Act of 1933 (15 U.S.C. 77r), if all of the following requirements are met:
(1) A notice is filed with the commissioner prior to an offer in this state, along with any documents filed with the Securities and Exchange Commission in annual or periodic reports that the commissioner by rule or order deems appropriate.
(2) A consent to service of process under Section 25165 is filed with the notice required by paragraph (1).
(3) Payment of a notice filing fee provided for in subdivision (b) of Section 25608.1.
(b) Any offer and sale of a security with respect to a transaction that is exempt from registration under Section 4(4) of the Securities Act of 1933 pursuant to Section 18(b)(4)(B) of that act.
(c) Any offer or sale of a security with respect to a transaction that is exempt from registration under the Securities Act of 1933 pursuant to Section 18(b)(4)(C) of that act.
(d) Any offer or sale of a security with respect to a transaction that is exempt from registration under the Securities Act of 1933 pursuant to Section 18 (b)(4)(F) of that act, if all of the following requirements are met:
(1) A notice in the form of a copy of the completed Form D (17 C.F.R. 239.500) filed with the Securities and Exchange Commission is filed with the commissioner within 15 days of the first sale in this state, along with documents filed with the Securities and Exchange Commission in annual or periodic reports that the commissioner by rule or order deems appropriate. The commissioner may allow for a notice in the form of the electronic transmission of the information in Form D.
(2) A consent to service of process under Section 25165 is filed with the notice as required by paragraph (1).
(3) Payment of the notice filing fee provided for in subdivision (c) of Section 25608.1 is made.
(e) Notwithstanding the language of subdivisions (a), (b), (c), and (d) of this section, an issuer may file an application for qualification pursuant to Section 25111, 25112, 25113, 25121, 25131, or 25142.
Notes and commentary — not statutory text
History
Amended by Stats. 2019, Ch. 143, Sec. 46. (SB 251) Effective January 1, 2020.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=25102.1.
- Text hash
- sha256 8cfb395bd0c0fd99bf04341b259aef0e97f2ee0b031f528796f47c2ed36622da
- Composed by
- compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Corporations Code
- Corp. Code, § 25110Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25111Printed as Section 25111, 25112, 25113, 25121, 25131, or 25142
- Corp. Code, § 25112Printed as Section 25111, 25112, 25113, 25121, 25131, or 25142
- Corp. Code, § 25113Printed as Section 25111, 25112, 25113, 25121, 25131, or 25142
- Corp. Code, § 25120Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25121Printed as Section 25111, 25112, 25113, 25121, 25131, or 25142
- Corp. Code, § 25130Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25131Printed as Section 25111, 25112, 25113, 25121, 25131, or 25142
- Corp. Code, § 25142Printed as Section 25111, 25112, 25113, 25121, 25131, or 25142
- Corp. Code, § 25165Printed as Section 25165
- Corp. Code, § 25608.1Printed as Section 25608.1
Cited by 6 provisions
Provisions in this library whose text cites Corp. Code, § 25102.1. Each shows the citation as that text prints it.
Corporations Code
- Corp. Code, § 25165Printed as Section 25100.1, 25101.1, 25102.1, and 25230.1 | Sections 25100.1, 25101.1, 25102.1, and 25230.1
- Corp. Code, § 25300Printed as Section 25102.1
- Corp. Code, § 25532Printed as Section 25100.1, 25101.1, or 25102.1
- Corp. Code, § 25608.1Printed as Section 25102.1
- Corp. Code, § 25608.2Printed as Section 25102.1
- Corp. Code, § 25612.5Printed as Sections 25100.1, 25101.1, 25102, 25102.1, 25110, 25120, 25130, and 25230.1
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.