SECTIONS 25120-25122 - California Statutes

CORPORATIONS CODE

SECTION 25120-25122

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 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.

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 verified by the issuer and shall contain
such information and be accompanied by such documents as shall be
required by rule of the commissioner, in addition to the information
specified in Section 25160 and the consent to service of process
required by Section 25165. For this purpose, the commissioner may
classify issuers and types of securities and transactions.

25122. Qualification of securities under this chapter becomes
effective upon the commissioner issuing a permit authorizing the
issuance of such securities.