Section 25102.1.
Cal. Corporations Code - CORP § 25102.1.
in effectThe following transactions are not subject to Sections 25110, 25120, and 25130:
(a)
Any offer or sale of a security to a “qualified purchaser” as that term is defined by rule of the Securities and Exchange Commission pursuant to Section 18(b)(3) of the Securities Act of 1933 (15 U.S.C. 77r), if all of the following requirements are met:
(1)
A notice is filed with the commissioner prior to an offer in this state, along with any documents filed with the Securities and Exchange Commission in annual or periodic reports that the commissioner by rule or order deems appropriate.
(2)
A consent to service of process under Section 25165 is filed with the notice
required by paragraph (1).
(3)
Payment of a notice filing fee provided for in subdivision (b) of Section 25608.1.
(b)
Any offer and sale of a security with respect to a transaction that is exempt from registration under Section 4(4) of the Securities Act of 1933 pursuant to Section 18(b)(4)(B) of that act.
(c)
Any offer or sale of a security with respect to a transaction that is exempt from registration under the Securities Act of 1933 pursuant to Section 18(b)(4)(C) of that act.
(d)
Any offer or sale of a security with respect to a transaction that is exempt from registration under the Securities Act of 1933 pursuant to Section 18 (b)(4)(F) of that act, if all of the following requirements are met:
(1)
A notice in the form of a copy of the completed Form D (17 C.F.R. 239.500) filed with the Securities and Exchange Commission is filed with the commissioner within 15 days of the first sale in this state, along with documents filed with the Securities and Exchange Commission in annual or periodic reports that the commissioner by rule or order deems appropriate. The commissioner may allow for a notice in the form of the electronic transmission of the information in Form D.
(2)
A consent to service of process under Section 25165 is filed with the notice as required by paragraph (1).
(3)
Payment of the notice filing fee provided for in subdivision (c) of Section 25608.1 is made.
(e)
Notwithstanding the language of subdivisions (a), (b), (c), and (d) of this section, an issuer may file an application for
qualification pursuant to Section 25111, 25112, 25113, 25121, 25131, or 25142.
References
referencesCal. Corporations Code - CORP § 25110.
referencesCal. Corporations Code - CORP § 25120.
referencesCal. Corporations Code - CORP § 25130.
referencesCal. Corporations Code - CORP § 18.
referencesCal. Corporations Code - CORP § 25165.
referencesCal. Corporations Code - CORP § 25608.1.
referencesCal. Corporations Code - CORP § 4.
referencesCal. Corporations Code - CORP § 25111.
referencesCal. Corporations Code - CORP § 25112.
referencesCal. Corporations Code - CORP § 25113.
referencesCal. Corporations Code - CORP § 25121.
referencesCal. Corporations Code - CORP § 25131.
referencesCal. Corporations Code - CORP § 25142.
Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026