Code Section Group

Corporations Code - CORP

TITLE 4. SECURITIES [25000 - 31516]

  ( Title 4 added by Stats. 1949, Ch. 384. )


  ( Division 1 repealed and added by Stats. 1968, Ch. 88. )


  ( Heading of Part 2 amended by Stats. 1997, Ch. 391, Sec. 3. )

CHAPTER 6. General Provisions [25160 - 25166]
  ( Chapter 6 added by Stats. 1968, Ch. 88. )


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.

(Added by Stats. 1968, Ch. 88.)


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.

(Amended by Stats. 1997, Ch. 391, Sec. 13. Effective January 1, 1998.)


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.

(Added by Stats. 1968, Ch. 88.)


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

(Added by Stats. 1968, Ch. 88.)


(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.

(Amended by Stats. 1997, Ch. 391, Sec. 14. Effective January 1, 1998.)


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, California limited partnership, California limited liability company, 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.

(Amended by Stats. 2013, Ch. 335, Sec. 3. (SB 538) Effective January 1, 2014.)


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.

(Amended by Stats. 1974, Ch. 1103.)

CORPCorporations Code - CORP