Cal. Code Regs. tit. 10 § 260.102.16

Current through Register 2024 Notice Reg. No. 17, April 26, 2024

Section 260.102.16 - Limited Public Offering Exemption Notice of Transaction

(a) An issuer who conducts a transaction under Section 25102(n) of the Code shall file the notices of transaction with the Commissioner as follows:

(1) A First Notice of Transaction must be filed with the Commissioner concurrently with the earlier of the publication of the general announcement of the proposed offering or at the time of the initial offer of securities. The fee required by Section 25608(x) of the Code must accompany the filing. Each issuer (other than a California corporation) must also file a consent to service of process (Form 260.165), unless it already has a consent to service on file with the Commissioner. The filing should be accompanied with a cover letter indicating that the filing is pursuant to Section 25102(n), and if a consent to service is not included, a statement that the issuer already has a consent to service on file with the Commissioner. The claim of exemption is available upon the filing of the First Notice of Transaction and the payment of the filing fee, and terminates on the close or abandonment of the offering, but in no case more than 210 days from the date of the filing of the First Notice of Transaction.

(2) A Second Notice of Transaction Pursuant to Corporations Code Section 25102(n) must be filed within ten business days after the close or abandonment of the proposed offering, but in any case no more than 210 days from the date of the filing of the First Notice of Transaction.

(b) The term, "blind pool issuer," is defined to have the same meaning as the term, "blind pool company," found at Section 260.113.1(a)1. of these rules. However, for the purpose of the exemption from qualification provided by Section 25102(n) of the Code, the word "company" is used in a generic and comprehensive sense to include individuals, partnerships, corporations, and other forms of organization of an enterprise.

(c) This exemption is not available for transactions where the issuer has either failed to file the First Notice of Transaction or has failed to pay the required filing fee. However, failure to file the Second Notice of Transaction will not jeopardize the availability of the exemption.

(d) Form of the First Notice. The following form is to be used for transactions covered by subsection (a)(1):

(Department of Business Oversight Use Only)		DEPARTMENT OF BUSINESS OVERSIGHT FILE NO., if any:
___________________________Fee paid $		___________________________
___________________________Receipt No.		Insert File Number(s) of Previous Filings Before the Department, if any.

COMMISSIONER OF BUSINESS OVERSIGHT STATE OF CALIFORNIA

FIRST NOTICE OF TRANSACTION PURSUANT TO CORPORATIONS CODE SECTION 25102(n)

Check One: ( ) Transaction under Section 25102(n)

( ) Transaction under Rule 260.103 with Notice pursuant to Section 25102(n)

FEE: $600.00 (For Section 25102(n) filings including transactions under Section 25102(n) and Rule 260.103) See Corporations Code Section 25608(x)

1. Name of Issuer:___________________________

2. Address of Issuer:___________________________

	Street	City	State	ZIP
Mailing Address:_____________________________________________________
	Street	City	State	ZIP

___________________________

3. Area Code and Telephone Number:

4. Incorporation or organization of the Issuer. Check one:

( ) Issuer is a California corporation.

( ) Issuer is a foreign corporation subject to Corporations Code Section 2115. Issuer's state (or other jurisdiction) of incorporation or organization:______________________________.

___________________________

( ) Issuer is another form of business entity organized under the laws of California (specify):

___________________________

5. Title of class or classes of securities to be sold in the transaction:

___________________________

6. Type of filing under Securities Act of 1933, if applicable:

7. Distribution of Disclosure Statements. Check one:

( ) Disclosure statements will be provided to each purchaser at least five business days before the securities are sold to the purchaser; or

( ) Disclosure statements will not be provided based on the fact that all purchasers fall within Rule 206.102.13.

8. Filing of Disclosure Statements. Check one:

( ) Copies of the disclosure statements and subscription agreements are attached; or

( ) Copies of the disclosure statements and subscription agreements will be filed with the Commissioner within 10 days of filing this notice. Failure to comply with this request may result in an administrative penalty of up to $1,000.

9. General Announcement of the Offering. Check one:

( ) A general announcement of the offering was not made and will not be made.

( ) A copy of the general announcement of the offering is enclosed with this notice.

___________________________

Date of Publication:

___________________________

Method of Publication (e.g., newspaper, other publications, Internet):

10. Undertaking: The issuer undertakes to deliver the disclosure statement required by paragraph (4) of Corporations Code Section 25102(n) to be delivered to specified qualified purchasers, and any supplement thereto, to the Commissioner within 10 days of the Commissioner's request for the information.

___________________________11. Date of First Notice:		___________________________
		Issuer

( )	Check if issuer already has a consent to	___________________________
	service of process on file with the Commissioner.	Authorized Signature on behalf of Issuer

__________

Print name and title of signatory

Name, Address, and Phone number of contact person:

___________________________

Instruction: Each issuer (other than a California Corporation) filing a notice under Section 25102(n) must also file a Consent to Service of Process (Form 260.165), unless it already has a valid consent to service on file with the Commissioner.

First Notice - Section 25102(n)

INSTRUCTIONS FOR FILING THE FIRST NOTICE

1. The notices are to provide information on transactions conducted under the Section 25102(n) exemption from the qualification requirements of Section 25110 of the Corporate Securities Law of 1968. The form is not designed to indicate whether or not the transaction complies with the requirements of those exemptions but only to provide notice to the Commissioner that the exemption is being relied on. See, Corporations Code Section 25163. This exemption is not available for transactions where the issuer has failed to file the First Notice of Transaction or has failed to pay the required filing fee.

2. When to File the First Notice. A First Notice of Transaction must be filed with the Commissioner of Business Oversight concurrent with the publication of the general announcement of the proposed offering or at the time of the initial offer of securities, whichever occurs first, accompanied by $600 filing fee. A Second Notice of Transaction must be filed within ten business days following the close or abandonment of the proposed offering, but in any case no more than 210 days from the date of the filing of the First Notice of Transaction.

3. The Notice may be filed in person or by mail at any office of the Department.

The Heading. If the issuer has previously qualified securities with the Department, insert the file number of the qualification in the upper right hand corner of the form in the space provided. The fee for filing the First Notice of Transaction is $600.00. There is no filing fee for the Second Notice of Transaction. A transaction under Rule 260.103 with a Notice pursuant to Section 25102(n) requires a $600.00 filing fee.

Item 1. Give the issuer's legal name.

Item 2. Give the street address, and the mailing address if different, of the issuer's principal place of business.

Item 3. Give the telephone number of issuer's principal place of business.

Item 4. Indicate the incorporation or organization of the issuer. Only entities organized in California (other than foreign corporations subject to Corporations Code Section 2115) may claim this exemption. If the issuer is a foreign corporation subject to Corporations Code Section 2115, provide the name of the jurisdiction where issuer is domiciled. If the issuer is another form of business entity organized under the laws of California, specify the type of business entity.

Item 5. Set forth the name or title of each class or type of security to be sold in the transaction.

Item 6. If the transaction was registered under the Securities Act of 1933, insert "registered". If conducted pursuant to an exemption from registration under that Act which requires a filing with the Securities and Exchange Commission, indicate the number of the rule pursuant to which the filing was made. If no such filing was required, insert "none".

Item 7. Indicate whether or not disclosure statements will be distributed.

Item 8. Indicate if disclosure statements are attached to the notice or if they will be submitted within 10 days of the Commissioner's request for the information.

Item 9. Indicate how the general announcement of the offering was made.

Item 10. Set forth the undertaking language required by Corporations Code Section 25102(n)(7).

Item 11. Date and Signature. The notices should be signed by an authorized officer, director, general partner or trustee of the issuer (or a person occupying a position with the issuer of equivalent responsibility) or by the authorized attorney of the issuer. If the person the Department is to contact in the event of questions concerning the transaction is different from the signer, insert the contact person's name, telephone number and correspondence address in the spaces provided. Otherwise, provide this information with respect to the signer.

Filing Fee. Each First Notice under 25102(n) must be accompanied by the filing fee required by Section 25608(x) of the Code.

Corporations Code Section 25165 requires each issuer, other than a California corporation, to file a consent to service of process with the Notices filed pursuant to Section 25102(n) unless it already has a consent to service on file with the Commissioner. Use Form 260.165 (see Rule 260.165, Title 10, California Code of Regulations).

(e) The Form of the Second Notice. The following form is to be used for transactions covered under subdivision (a)(2):

(Department of Business Oversight Use Only)		DEPARTMENT OF BUSINESS OVERSIGHT FILE NO., if any:
___________________________Fee paid with First Notice $		___________________________
		Insert File Number(s) of Previous Filings Before the Department, if any.

COMMISSIONER OF BUSINESS OVERSIGHT STATE OF CALIFORNIA

SECOND NOTICE OF TRANSACTION PURSUANT TO CORPORATIONS CODE SECTION 25102(n)

Check One: ( ) Transaction under Section 25102(n)

( ) Transaction under Rule 260.103 with Notice pursuant to Section 25102(n)

___________________________

1. Name of Issuer:

___________________________

2. Address of Issuer:

	Street	City	State	ZIP
Mailing Address:__________________________________________
	Street	City	State	ZIP

___________________________

3. Area Code and Telephone Number:

___________________________

4. Date of Filing of First Notice:

___________________________

5. Date of close or abandonment of the offering:

___________________________

6. Title of class or classes of securities sold in transaction:

___________________________

7. Type of filing under Securities Act of 1933, if applicable:

___________________________

___________________________8. Date of Second Notice:		___________________________
		Issuer

( )	Check if issuer already has a consent to	___________________________
	service of process on file with the Commissioner.	Authorized Signature on behalf of Issuer

___________________________

Print name and title of signatory

Name, Address, and Phone number of contact person:

___________________________

Instruction: Each issuer (other than a California Corporation) filing a notice under Section 25102(n) must file a Consent to Service of Process (Form 260.165), unless it already has a consent to service on file with the Commissioner.

Second Notice - Section 25102(n)INSTRUCTIONS FOR FILING THE SECOND NOTICE.

1. When to File the Second Notice. A Second Notice of Transaction must be filed within ten business days following the close or abandonment of the proposed offering, but in any case no more than 210 days from the date of the filing of the First Notice of Transaction.

2. The Notice may be filed in person or by mail at any office of the Department.

Item 1. Give the issuer's legal name.

Item 2. Give the street address, and the mailing address if different, of the issuer's principal place of business.

Item 3. Give the telephone number of the issuer's principal place of business.

Item 4. Give the date the First Notice was filed with the Department of Business Oversight.

Item 5. Give the date the offering was closed or abandoned.

Item 6. Set forth the name or title of each class or type of security to be sold in the transaction.

Item 7. If the transaction was registered under the Securities Act of 1933, insert "registered". If conducted pursuant to an exemption from registration under that Act which requires a filing with the Securities and Exchange Commission, indicate the number of the rule pursuant to which such filing was made. If no such filing was required, insert "none."

Item 8. Date and Signature. The notice should be signed by an authorized officer, director, general partner or trustee of the issuer (or a person occupying a position with the issuer of equivalent responsibility) or by the authorized attorney of the issuer. If the person the Department is to contact in the event of questions concerning the transaction is different from the signer, insert the contact person's name, telephone number and correspondence address in the spaces provided. Otherwise, provide this information with respect to the signer.

Cal. Code Regs. Tit. 10, § 260.102.16

1. New section filed 2-22-96; operative 2-22-96 pursuant to Government Code section 11343(d) (Register 96, No. 8).
2. Editorial correction of First Notice form (Register 96, No. 52).
3. Editorial correction of subsections (a)(2) and (c) (Register 98, No. 32).
4. Amendment of forms and instructions thereto filed 8-5-98; operative 9-4-98 (Register 98, No. 32).
5. Change without regulatory effect amending section filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).
6. Change without regulatory effect amending subsections (d) and (e) filed 8-13-2014 pursuant to section 100, title 1, California Code of Regulations (Register 2014, No. 33).

Note: Authority cited: Sections 25165 and 25610, Corporations Code. Reference: Sections 25102(n), 25165 and 25608, Corporations Code.