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HomeCorporations Code§ 25010 Issuer Definition Exceptions

§ 25010 Issuer Definition Exceptions

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 25010 Issuer Definition Exceptions

This law tells you who is considered the “issuer” when a security (like a certificate of deposit or a mining lease interest) is created, and it gives special rules for different kinds of securities.

Key Takeaways

  • •The word “issuer” means the person who actually creates or offers a security, not just anyone who might be named on paper.
  • •For special securities (like certificates of deposit, oil‑gas lease interests, or viatical contracts), the law spells out exactly who counts as the issuer.
  • •Members of an unincorporated association, trust, or committee aren’t personally on the hook as issuers; the entity itself is.

Example

A bank sells a certificate of deposit to a customer.

Because a certificate of deposit is one of the special types listed, the law says the “issuer” is the person who acts as the depositor or manager – in this case, the bank itself.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 25010 Issuer Definition Exceptions

“Issuer” means any person who issues or proposes to issue any security, except that: (a) With respect to certificates of deposit, voting trust certificates or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or of the fixed, restricted management or unit type, “issuer” means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued. However, with respect to equipment-trust certificates or like securities, “issuer” means the person by whom the equipment or property is or is to be used. (b) With respect to certificates of interest or participation in oil, gas or mining titles or leases or in payments out of production under those titles or leases, “issuer” means the person or persons in active control of the exploration or development of the property who sell those interests or participations or payments or any person or persons who subdivide and sell those interests or participations or payments. The determination of the person or persons in active control of the exploration or development of the property shall be made on the basis of the actual relationship of the parties and not on the basis of the legal designation of a person’s interest. (c) With respect to a fractional or pooled interest in a viatical or life settlement contract, “issuer” means the person who creates, for the purposes of sale, the fractional or pooled interest. In the case of a viatical or life settlement contract that is not fractionalized or pooled, “issuer” means the person effecting the transactions with the investors in those contracts. (d) In the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity. (Amended by Stats. 2000, Ch. 705, Sec. 1. Effective January 1, 2001.)

Last verified: January 10, 2026

Key Terms

issuersecuritycertificates of interestviatical or life settlement contract

Related Statutes

  • § 12623 Receiver Appointment In Dissolution
  • § 15911.24 Dissenting Partner Buyout Terms
  • § 17711.05 Dissenting Member Buyout Terms
  • § 1803 Receiver Appointment In Dissolution
  • § 25002 Security Advertisement Definition

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 25010.
View Official Source