SECTIONS 25130-25134 - California Statutes

CORPORATIONS CODE

SECTION 25130-25134

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 or under Section 25111 or 25113 of
Chapter 2 (commencing with Section 25110) of this part (and no order
under Section 25140 or subdivision (a) of Section 25143 is in effect
with respect to such qualification) or unless such security or
transaction is exempted or not subject to qualification under Chapter
1 (commencing with Section 25100) of this part.

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 notification under this section;
provided however that securities offered in a nonissuer transaction
pursuant to an exemption under Regulation A under the Securities Act
of 1933 shall be qualified under Section 25113.
(b) The application for qualification by notification under this
section shall be signed and verified by the person on whose behalf
the offering is being made or by the issuer or by any broker-dealer
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.
(c) If no stop order or order under subdivision (a) of Section
25143 is in effect under this law, a qualification under this section
automatically becomes effective (and the securities may be offered
and sold in accordance with the terms of the application as amended)
at 12 o'clock noon California time on the 10th business day after the
filing of the application or the last amendment thereto or at such
earlier time as the commissioner determines.
(d) Information may not be required under this section unless it
is known to the person filing the application or to the persons on
whose behalf the distribution is to be made, or can be furnished by
them without unreasonable effort or expense.

25132. Every qualification under this chapter and every
qualification of a nonissuer transaction under Section 25111 is
effective for 12 months from its effective date, except during the
time a stop order under Section 25140 or an order under subdivision
(a) of Section 25143 is in effect. A qualification under this chapter
may be withdrawn only in the discretion of the commissioner. The
commissioner may by rule or order extend the effective period of any
qualification under this chapter.

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 placed in escrow pursuant to a
condition ordered by the commissioner and that have not been released
from escrow, or that are subject to a currently effective legend
condition requiring such consent (except as permitted therein), or
concerning which the commissioner has issued a written notice to the
holders thereof pursuant to Section 25534 ordering the certificates
evidencing the securities to be stamped or printed with a legend as
provided in the section.

25134. Every applicant seeking qualification for the sale of
securities shall, upon request of the commissioner, furnish to the
commissioner an authorization for examination of the applicant's
financial records of the sale of such securities pursuant to Section
7473 of the Government Code.