SECTIONS 28100-28111 - California Statutes

CORPORATIONS CODE

SECTION 28100-28111

28100. The commissioner shall administer and enforce the provisions
of this division in a manner that facilitates the legislative
purposes set forth in Section 28004, consistent with protection of
investors.

28101. Whenever the commissioner issues an order or license under
this division, the commissioner may impose any conditions that are in
his or her opinion necessary to carry out the provisions and
purposes of this division.

28102. Any application filed with the commissioner under this
division or under any regulation or order issued under this division
shall be in a form, shall contain information, shall be signed in a
manner, and shall be verified in a manner, that the commissioner may
by regulation or order require.

28103. In determining whether to approve any application filed
under this division or under any regulation or order issued under
this division, the commissioner may consider proposals made by the
applicant, including, but not limited to, proposals to appoint
officers, sell securities, obtain financing, or purchase securities
of small business firms, and, if in the opinion of the commissioner
it is probable that the applicant will be able to implement the
proposal, the commissioner may make findings on the basis of the
proposal. However, whenever the commissioner approves an application
on the basis, in whole or in part, of a proposal made by the
applicant, the commissioner shall impose upon the approval
appropriate conditions requiring that the applicant implement the
proposal within a period of time specified by the commissioner.

28104. (a) The commissioner may do both of the following:
(1) Make public or private investigations within or outside this
state that he or she deems necessary to determine whether to approve
any application filed under this division or under any regulation or
order issued under this division, to determine whether any person has
violated or may violate any provision of this division or of any
regulation or order issued under this division, to aid in the
enforcement of any provision of this division or of any regulation or
order issued under this division, or to aid in the issuing of
regulations or orders under this division.
(2) Publish information concerning any violation of any provision
of this division or of any regulation or order issued under this
division.
(b) For purposes of any investigation, examination, or other
proceeding under this division, the commissioner may administer oaths
and affirmations, subpoena witnesses, compel their attendance, take
evidence, and require the production of any books, papers,
correspondence, memoranda, agreements, or other documents or records
that the commissioner deems relevant or material to the inquiry.
(c) In case of contumacy by, or refusal to obey a subpoena issued
to, any person, the superior court, upon application by the
commissioner, may issue to the person an order requiring him or her
to appear before the commissioner, and to produce documentary
evidence, if so ordered, or to give evidence relevant to the matter
under investigation or in question. Failure to obey the order of the
court may be punished by the court as a contempt.

28105. The commissioner may provide information relating to a
licensee or any parent or subsidiary of the licensee to, or receive
information relating to a licensee or any parent or subsidiary of the
licensee from, any governmental agency.

28106. If the commissioner permits any licensee, any affiliate of
the licensee, or any governmental agency to inspect or make copies of
any record relating to the licensee or to any director, officer,
employee, or affiliate of the licensee, or if the commissioner
provides the record, or a copy thereof, to any of those persons,
Sections 6254 and 6255 of the Government Code shall continue to apply
to the record to the extent that these sections applied to the
record prior to that action by the commissioner.

28107. The commissioner may refer any evidence available concerning
any violation of this division or of any regulation or order issued
under this division that constitutes a crime to the district attorney
of the county in which the violation occurred, who may, with or
without that reference, institute appropriate criminal proceedings.

28108. Before any applicant for a license is issued a license, the
applicant and each parent and subsidiary of the applicant shall file,
and each person that becomes a parent or subsidiary of a licensee
shall file, not less than 30 days after becoming a parent or
subsidiary of the licensee, with the commissioner, in the form the
commissioner may by regulation or order require, an irrevocable
consent appointing the commissioner to be the person's
attorney-in-fact to receive service of any lawful process in any
noncriminal judicial or administrative proceeding against the person,
or the person's successor, executor, or administrator, which arises
under this division or under any regulation or order issued under
this division after the consent has been filed, with the same force
and validity as if served personally on the person. Service may be
made by leaving a copy of the process at any office of the
commissioner, but the service is not effective unless (a) the party
making the service, who may be the commissioner, forthwith sends
notice of the service and a copy of the process by registered or
certified mail to the person served at the person's last address on
file with the commissioner, and (b) an affidavit of compliance with
this section by the party making service is filed on or before the
return date, if any, or within that further time as the court, in the
case of a judicial proceeding, or the administrative agency, in the
case of an administrative proceeding, allows.

28109. Whenever any person, including any nonresident of this
state, engages in conduct prohibited or made actionable by this
division or by any regulation or order issued under this division,
whether or not the person has filed a consent to service of process
under Section 28108, and if personal jurisdiction over the person
cannot otherwise be obtained in this state, that conduct shall be
considered equivalent to the person's appointment of the commissioner
to be the person's attorney-in-fact to receive service of any lawful
process in any noncriminal judicial or administrative proceeding
against the person or the person's successor, executor, or
administrator, which grows out of that conduct and which is brought
under this division or under any regulation or order issued under
this division, with the same force and validity as if served on the
person personally. Service may be made by leaving a copy of the
process in any office of the commissioner, but the service is not
effective unless (a) the party making the service, who may be the
commissioner, forthwith sends notice of the service and a copy of the
process by registered or certified mail to the person served at the
person's last known address or takes other steps which are reasonably
calculated to give actual notice, and (b) an affidavit of compliance
with this section by the party making service is filed in the case
on or before the return date, if any, or within that further time as
the court, in the case of a judicial proceeding, or the
administrative agency, in the case of an administrative proceeding,
allows.

28110. (a) Fees shall be paid to, and collected by, the
commissioner, as follows:
(1) The fee for filing with the commissioner an application for a
license shall be no greater than two thousand dollars ($2,000).
(2) The fee for filing with the commissioner an application for
approval to acquire control of a licensee shall be no greater than
one thousand dollars ($1,000).
(3) The fee for filing with the commissioner an application for
approval for a licensee to merge with another company, an application
for approval for a licensee to purchase all or substantially all of
the business of another person, or an application for approval for a
licensee to sell all or substantially all of its business or of the
business of any of its offices to another licensee, shall be no
greater than one thousand dollars ($1,000). However, whenever two or
more applications relating to the same merger, purchase, or sale are
filed with the commissioner, the fee for filing each application
shall be the quotient determined by dividing one thousand dollars
($1,000) by the number of the applications.
(4) Whenever the commissioner examines, audits, or investigates
any licensee or any affiliate of a licensee, that licensee shall pay,
within 10 days after receipt of a statement from the commissioner, a
fee that equals the amount of the salary or other compensation paid
to the persons making the examination, audit, or investigation plus
the amount of expenses, including overhead, reasonably incurred in
the performance of the work. The licensee shall be given a
preliminary estimate of the fee before the commissioner commences an
examination, audit, or investigation. In determining the costs
associated with an examination, audit, or investigation, the
commissioner may use the estimated average hourly cost for all
departmental persons performing examinations, audits, or
investigations for the fiscal year.
(b) (1) Each fee for filing an application with the commissioner
shall be paid at the time the application is filed with the
commissioner.
(2) No fee for filing an application with the commissioner shall
be refundable, regardless of whether the application is approved,
denied, withdrawn, or abandoned.
(c) All fees charged and collected under this section shall be
transmitted to the Treasurer at least weekly, accompanied by a
detailed statement therefor, and shall be credited to the State
Corporations Fund.

28111. (a) If a licensee becomes licensed as a small business
investment company and is subject to regulation by the Small Business
Administration under the federal Small Business Investment Act of
1958, the commissioner may by rule or order provide that a licensee
in compliance with those federal regulations shall be deemed to be in
compliance with the regulatory requirements under this division
except those provisions required to exempt licensees from regulation
under the federal Investment Company Act of 1940, and the provisions
of Chapter 8 (commencing with Section 28550), Chapter 9 (commencing
with Section 28600), Chapter 10 (commencing with Section 28650),
Chapter 11 (commencing with Section 28700), Chapter 12 (commencing
with Section 28800), Chapter 13 (commencing with Section 28900), and
Chapter 14 (commencing with Section 28950).
(b) A violation by a licensee of any regulation promulgated by the
Small Business Administration that the commissioner has by rule or
order deemed to be consistent with the regulatory requirements under
this division shall constitute a violation of this division. The
commissioner shall have all of the powers granted in this division to
enforce those federal regulations against a licensee.