SECTIONS 25160-25166 - California Statutes

CORPORATIONS CODE

SECTION 25160-25166

25160. Every application for qualification shall state (1) the
maximum amount of securities proposed to be offered in this state;
and (2) any adverse order, judgment, or decree entered in connection
with the offering by the regulatory authority in any state or by any
court or by the Securities and Exchange Commission. Verification of
an application shall be in the manner provided in the Code of Civil
Procedure for the verification of pleadings. All information required
to be included in an application shall be true and complete as of
the time the qualification of the sale of securities becomes
effective; and an applicant shall promptly supply by amendment prior
to the effectiveness of such qualification any information based on
facts occurring after the original date of filing which is necessary
to supplement or correct the information contained in the original
application so as to make such information not materially misleading
as of the effective date of such qualification.

25161. Any document filed under this law or a predecessor statute
may be incorporated by reference in a subsequent application or
notice filing if it was filed within four years prior to the filing
of the application or notice filing, or is otherwise available in the
files of the commissioner, to the extent that the document is
currently accurate.

25162. An amendment to an application filed after the effective
date of the qualification of the sale of securities, if such
amendment is approved by the commissioner, shall become effective on
such date as the commissioner may determine, having due regard to the
public interest and the protection of investors.

25163. In any proceeding under this law, the burden of proving an
exemption or an exception from a definition is upon the person
claiming it.

25164. (a) Neither (1) the fact that an application for
qualification under this law has been filed nor (2) the fact that
such qualification has become effective constitutes a finding by the
commissioner that any document filed under this law is true,
complete, or not misleading. Neither any such fact nor the fact that
a notice is filed or an exemption is available for a security or a
transaction means that the commissioner has passed in any way upon
the merits or qualifications of, or recommended or given approval to,
any person, security or transaction (except as provided in Section
25142).
(b) It is unlawful to make or cause to be made to any prospective
purchaser any representation inconsistent with subdivision (a) of
this section.
(c) Every permit issued by the commissioner shall recite in bold
type that the issuance thereof is permissive only and does not
constitute a recommendation or endorsement of the securities
permitted to be issued.

25165. Every applicant for qualification of the sale of securities
under this law or every person filing an application or a notice
under Sections 25100.1, 25101.1, 25102.1, and 25230.1 or a request
for or notice of an exemption from qualification (other than a
California corporation or a person licensed as a broker-dealer in
this state) shall file with the commissioner, in such form as
prescribed by rule, an irrevocable consent appointing the
commissioner or his or her successor in office to be the applicant's
or person's attorney to receive service of any lawful process in any
noncriminal suit, action or proceeding against the applicant or
person or the successor, executor or administrator thereof, which
arises under this law or any rule or order hereunder after the
consent has been filed, with the same force and validity as if served
personally on the person filing the consent. A person who has filed
such a consent in connection with a previous qualification under this
law (or application for a permit under any prior law if the
application under this law states that such consent is still
effective), or in connection with a notice filing under Section
25100.1, 25101.1, 25102.1, and 25230.1, need not file another.
Service may be made by leaving a copy of the process in the office of
the commissioner but it is not effective unless (1) the plaintiff,
who may be the commissioner in a suit, action or proceeding
instituted by him or her, forthwith sends notice of the service and a
copy of the process by registered or certified mail to the defendant
or respondent at the last address on file with the commissioner, and
(2) the plaintiff's affidavit of compliance with this section is
filed in the case on or before the return day of the process, if any,
or within such further time as the court allows.

25166. It is unlawful for any person willfully to make any untrue
statement of a material fact in any application, notice, or report
filed with the commissioner under this part or pursuant to
subdivision (b) of Section 25507, or willfully to omit to state in
any such application, notice, or report any material fact which is
required to be stated therein.