Corp. Code, § 25120 · Chapter 3. Recapitalizations and Reorganizations
Corp. Code, § 25120
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(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 issuer transaction in connection with any change in the rights, preferences, privileges, or restrictions of or on outstanding securities.
(2) In any exchange of securities by the issuer with its existing security holders exclusively.
(3) In any exchange in connection with any merger or consolidation or purchase of assets in consideration wholly or in part of the issuance of securities.
(4) In an entity conversion transaction.
(b) Subdivision (a) shall not apply to a security if the security is qualified for sale under this chapter (and no order under Section 25140 or subdivision (a) of Section 25143 is in effect with respect to the qualification) or if the security or transaction is exempted or not subject to qualification under Chapter 1 (commencing with Section 25100) of this part.
Notes and commentary — not statutory text
History
Amended by Stats. 2002, Ch. 964, Sec. 2. Effective January 1, 2003.
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=25120.
- Text hash
- sha256 17aacaf7405956b625ec5de4029898165e316b4e185e7bcdce763d1aa317a375
- 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.
Cited by 22 provisions
Provisions in this library whose text cites Corp. Code, § 25120. Each shows the citation as that text prints it.
Business and Professions Code
Civil Code
Corporations Code
- Corp. Code, § 25005.1Printed as Sections 25103 and 25120
- Corp. Code, § 25014.7Printed as Section 25120
- Corp. Code, § 25100Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25100.1Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25101.1Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25102.1Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25103Printed as Section 25110 or 25120 | Section 25120
- Corp. Code, § 25105Printed as Section 25110, 25120 or 25130
- Corp. Code, § 25110Printed as Section 25120
- Corp. Code, § 25151Printed as Section 25110, 25120, or 25130
- Corp. Code, § 25503Printed as Section 25110, 25120 or 25130 | Section 25120
- Corp. Code, § 25504.1Printed as Section 25110, 25120, 25130, 25133, or 25401
- Corp. Code, § 25534Printed as Section 25110, 25120, or 25130
- Corp. Code, § 25607Printed as Sections 25110, 25120, and 25130
- Corp. Code, § 25612.5Printed as Sections 25100.1, 25101.1, 25102, 25102.1, 25110, 25120, 25130, and 25230.1
Government Code
Welfare and Institutions Code
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.