Cal. Code Regs. tit. 10 § 260.102.8

Current through Register 2024 Notice Reg. No. 45, November 8, 2024

Section 260.102.8 - Notice of Issuance of Securities Pursuant to Small Offering Exemption

(a) The notice referred to in Clause (5) of Subdivision (h) of Section 25102 of the Code shall be in the following form on 8 1/2" by 11" paper:

(Department of Business Oversight Use Only)		DEPARTMENT OF BUSINESS OVERSIGHT FILE NO., if any:

___________________________Fee Paid $		___________________________
		Insert File Number(s) of Previous
___________________________Receipt No.		Filings Before the Department, If Any.

FEE: $25.00 $35.00 $50.00 $150.00 $300.00

(Circle the appropriate fee. See Corporations Code Section 25608(c))

TO THE COMMISSIONER OF THE DEPARTMENT OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA

Notice of Issuance of Shares Pursuant to Subdivision (h) of Section 25102 of the Corporations Code or Rule 260.103, Title 10, California Code of Regulations

Check one of the following:

() Notice pursuant to Section 25102(h) as to an issuance subject to qualification under Corporations Code Section 25110, unless exempted.

() Notice pursuant to Rule 260.103 as to an issuance subject to qualification under Corporations Code Section 25120, unless exempted.

Name of Issuer

___________________________

State of Incorporation

___________________________

Address of Principal Place of Business

_____________________________________________________________________________________________________________________
	Number and Street	City	State	Zip Code

1. Is the issuer a "close corporation" as defined in Section 260.001, Title 10, California Code of Regulations?

() Yes

() No

Instruction: Review Corporations Code Section 158 and Rule 260.001, Title 10, California Code of Regulations.

2. Under the exemption provided by Section 25102(h), shares of voting common stock have been or are proposed to be issued pursuant to this Notice beneficially to not more than 35 persons, whose names are set forth below; together with the names of the corresponding record shareholders if other than the beneficial shareholders:

	___________________________		___________________________
	___________________________		___________________________
	___________________________		___________________________
	___________________________		___________________________
	___________________________		___________________________

If additional space is needed for the names of shareholders, check this box and attach a separate sheet of paper to the Notice.

[ ]

3. The value of the securities sold or proposed to be sold in the transaction, determined in accordance with the provisions of Section 25608(g) of the Corporations Code in connection with the fee required upon filing this notice, is:

(a) $ _________________________ in money

$ _________________________ in consideration other than money.

(b) () Change in rights, preferences, privileges or restrictions of or on outstanding securities under Rule 260.103. ($25 fee).

4. Immediately after the issuance and sale of such shares, the above-named issuer had or will have only one class of stock outstanding which was or will be owned beneficially by no more than 35 persons.

Instruction: Review Sections 260.102.4 and 260.102.5, Title 10, California Code of Regulations.

5. The offer and sale of such shares was not nor will be accompanied by the publication of any advertisement and neither selling expenses nor promotional considerations were or will be given, paid or incurred in connection therewith.

6. To the best knowledge of the issuer, its shareholders (or proposed shareholders) have not entered into or granted, and presently do not intend entering into or granting a shareholders' agreement, voting agreement, irrevocable proxy or other arrangement the effect of which would cause the statements contained herein to be incorrect.

Instruction: Review Sections 260.001 and 260.102.4, Title 10, California Code of Regulations.

The undersigned officer of the issuer hereby declares that the foregoing is true under penalty of perjury. Executed at ______________________________, _______________ this ____________________ day of ____________________, _______________.

______________________________

Name

______________________________

Title

NOTE: If the officer signs this form in a jurisdiction which does not permit verifications under penalty of perjury, there must be attached a verification executed and sworn to before a notary public.

OPINION OF COUNSEL

I certify that I am an active member of the State Bar of California. On the basis of the facts stated in the foregoing Notice and other information, including representations as to the type of consideration received or to be received, supplied to me by officials and shareholders of the issuer and by proposed issues, it is my opinion that the exemption from qualification with the Commissioner of Corporations provided by Subdivision (h) of Section 25102 of the California Corporations Code is available for the offer and sale of the shares referred to in this Notice.

___________________________	___________________________
Signature	Firm Name

___________________________	___________________________
Name of Member of the State Bar of California	Address	Tel. No.

(This opinion of counsel must be signed by an active member of the State Bar of California. Type name of attorney, address, phone number and firm name, if any.)

NOTE: If the issuer is a non-California corporation, a Consent to Service of Process as prescribed in the Commissioner's Rule 102.8(b) must be filed concurrently.

(b) The consent to service of process form required by Clause (5) of Subdivision (h) of Section 25102 of the Code shall be in the following form:

TO THE COMMISSIONER OF THE DEPARTMENT OF CORPORATIONS OF THE STATE OF CALIFORNIACONSENT TO SERVICE OF PROCESS

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, [____________________ (a corporation, partnership or limited liability company organized under the laws of the State of _______________),

______________________________(an individual),

______________________________(other entity),]

hereby irrevocably appoints the Commissioner of Corporations of the State of California, or the Commissioner's successor in office, to be the undersigned's attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the undersigned, or the undersigned's successor, executor, or administrator which arises under the Corporate Securities Law of 1968, as amended, or any rule or order thereunder after this consent has been filed, with the same force and validity as if served personally on the undersigned.

For the purpose of compliance with the Corporate Securities Law of 1968, as amended, of the State of California, notice of the service and a copy of the process should be sent by registered or certified mail to the undersigned at the following address:

___________________________

(Name and Address)

___________________________

Dated: __________,__________.

[Insert name of corporation, partnership, limited liability company or other entity]

By______________________________

Title ___________________________

[insert name of individual]

______________________________

ACKNOWLEDGMENT

State of California	)
___________________________County of	)

On _______________ (insert date) before me personally appeared

__________

(insert name and title of the officer) who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and officials seal.

___________________________Signature

(Seal)

Any certificate of acknowledgement taken in a foreign jurisdiction shall be sufficient in the State of California if it is taken in accordance with the laws of the place where the acknowledgement is made.

Cal. Code Regs. Tit. 10, § 260.102.8

1. Amendment of subsection (a) filed 9-30-83 as an emergency; effective upon filing (Register 83, No. 40). A Certificate of Compliance must be transmitted to OAL within 120 days or emergency language will be repealed on 1-28-84. For prior history, see Register 83, No. 11.
2. Certificate of Compliance including amendment as to 9-30-83 order transmitted to OAL 1-25-84 and filed 2-16-84 (Register 84, No. 7).
3. Amendment filed 9-6-84; effective thirtieth day thereafter (Register 84, No. 36).
4. Change without regulatory effect amending section and NOTE filed 12-7-95 pursuant to section 100, title 1, California Code of Regulations (Register 95, No. 49).
5. Amendment of form and NOTE filed 5-20-97; operative 5-20-97 pursuant to Government Code section 11343.4(d) (Register 97, No. 21).
6. Change without regulatory effect amending subsection (b) form filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).
7. Amendment of subsection (b) and NOTE filed 9-23-2009; operative 10-23-2009 (Register 2009, No. 39).
8. Change without regulatory effect amending form filed 8-13-2014 pursuant to section 100, title 1, California Code of Regulations (Register 2014, No. 33).
9. Editorial correction of form (Register 2014, No. 45).

Note: Authority cited: Sections 25102(h), 25608 and 25610, Corporations Code. Reference: Section 25102(h), Corporations Code and Section 1189, Civil Code.

1. Amendment of subsection (a) filed 9-30-83 as an emergency; effective upon filing (Register 83, No. 40). A Certificate of Compliance must be transmitted to OAL within 120 days or emergency language will be repealed on 1-28-84. For prior history, see Register 83, No. 11.
2. Certificate of Compliance including amendment as to 9-30-83 order transmitted to OAL 1-25-84 and filed 2-16-84 (Register 84, No. 7).
3. Amendment filed 9-6-84; effective thirtieth day thereafter (Register 84, No. 36).
4. Change without regulatory effect amending section and Note filed 12-7-95 pursuant to section 100, title 1, California Code of Regulations (Register 95, No. 49).
5. Amendment of form and Note filed 5-20-97; operative 5-20-97 pursuant to Government Code section 11343.4(d) (Register 97, No. 21).
6. Change without regulatory effect amending subsection (b) form filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).
7. Amendment of subsection (b) and Note filed 9-23-2009; operative 10-23-2009 (Register 2009, No. 39).

1. Amendment of subsection (a) filed 9-30-83 as an emergency; effective upon filing (Register 83, No. 40). A Certificate of Compliance must be transmitted to OAL within 120 days or emergency language will be repealed on 1-28-84. For prior history, see Register 83, No. 11.
2. Certificate of Compliance including amendment as to 9-30-83 order transmitted to OAL 1-25-84 and filed 2-16-84 (Register 84, No. 7).
3. Amendment filed 9-6-84; effective thirtieth day thereafter (Register 84, No. 36).
4. Change without regulatory effect amending section and Note filed 12-7-95 pursuant to section 100, title 1, California Code of Regulations (Register 95, No. 49).
5. Amendment of form and Note filed 5-20-97; operative 5-20-97 pursuant to Government Code section 11343.4(d) (Register 97, No. 21).
6. Change without regulatory effect amending subsection (b) form filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).
7. Amendment of subsection (b) and Note filed 9-23-2009; operative 10-23-2009 (Register 2009, No. 39).
8. Change without regulatory effect amending form filed 8-13-2014 pursuant to section 100, title 1, California Code of Regulations (Register 2014, No. 33).