LawWiki
HomeCodesSearchGlossaryAPIAbout
LawWiki

Plain English summaries of California law with zero-hallucination AI. Every summary is verified against official source text.

Product

  • Search
  • Codes
  • About

Legal

  • Privacy Policy
  • Terms of Service
  • Disclaimer

© 2026 LawWiki. All rights reserved.

HomeCorporations CodeCh. 4§ 25131 Nonissuer Securities Qualification

§ 25131 Nonissuer Securities Qualification

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

§ 25131 Nonissuer Securities Qualification

This law says that certain securities that aren't covered by another rule have to be approved by sending a notice to the commissioner, and if nothing blocks it, the approval starts at noon on the 10th business day after the filing.

Key Takeaways

  • •You must send a signed, verified notice to the commissioner for securities that aren’t covered by Section 25111.
  • •The notice must include the info the commissioner asks for and the consent to service of process.
  • •If no stop order is in place, the qualification becomes effective at noon on the 10th business day after filing.

Example

A small tech startup wants to sell shares to investors in a non‑issuer deal, but the shares don’t qualify under Section 25111.

The startup files a qualification‑by‑notification application with the commissioner. Because no stop order is issued, the shares can be sold once the 10‑day waiting period ends at 12 p.m. California time.

How to Calculate

EffectiveDate = FilingDate + 10 business days (time set to 12:00 PM PT)

  1. Note the date the application is filed.
  2. Count forward, skipping Saturdays, Sundays, and any legal holidays, until you have counted 10 business days.
  3. Set the time of the effective date to 12:00 PM California (Pacific) time.
  4. That date‑time is when the securities may be offered and sold.

The startup files its application on Monday, March 4, 2024.

Result: EffectiveDate = 2024‑03‑15 at 12:00 PM PT (the 10th business day after filing).

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

Official Source
View on CA.gov

§ 25131 Nonissuer Securities Qualification

(a) The securities to be offered or sold in a nonissuer transaction, which are not eligible for qualification under Section 25111, shall be qualified by notification under this section; provided however that securities offered in a nonissuer transaction pursuant to an exemption under Regulation A under the Securities Act of 1933 shall be qualified under Section 25113. (b) The application for qualification by notification under this section shall be signed and verified by the person on whose behalf the offering is being made or by the issuer or by any broker-dealer and shall contain such information and be accompanied by such documents as shall be required by rule of the commissioner, in addition to the information specified in Section 25160 and the consent to service of process required by Section 25165. For this purpose, the commissioner may classify issuers and types of securities. (c) If no stop order or order under subdivision (a) of Section 25143 is in effect under this law, a qualification under this section automatically becomes effective (and the securities may be offered and sold in accordance with the terms of the application as amended) at 12 o’clock noon California time on the 10th business day after the filing of the application or the last amendment thereto or at such earlier time as the commissioner determines. (d) Information may not be required under this section unless it is known to the person filing the application or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense. (Amended by Stats. 1974, Ch. 1103.)

Last verified: January 10, 2026

Key Terms

nonissuer transactionqualification by notificationRegulation ASecurities Act of 1933Section 25111Section 25113Section 25160Section 25165

Related Statutes

  • § 25130 Security Sale Qualification Rules
  • § 25132 Qualification Effectiveness Period
  • § 421 Share Transfer Restrictions Agreement
  • § 25101 Exempt Securities Listing
  • § 25115 Issuer Transaction Verification Requirements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 25131.
View Official Source