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HomeCorporations CodeCh. 6§ 25164 Qualification Not Commissioner Approval

§ 25164 Qualification Not Commissioner Approval

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

§ 25164 Qualification Not Commissioner Approval

This law says that just because someone files for qualification or gets a permit, it doesn't mean the commissioner thinks the paperwork is true or that the investment is recommended.

Key Takeaways

  • •Filing for qualification or getting a permit does NOT mean the commissioner says the documents are true or complete.
  • •You cannot tell a buyer that the permit or filing is an endorsement or approval of the security.
  • •Every permit must clearly state in bold that it is only permission, not a recommendation.

Example

A startup files for qualification and receives a permit to sell its stock. The startup then tells potential investors that the permit means the commissioner has approved the stock as a good investment.

The law says the startup cannot say the permit is an endorsement. The commissioner only gave permission, not a recommendation, so the startup would be breaking the rule by making that claim.

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

Official Source
View on CA.gov

§ 25164 Qualification Not Commissioner Approval

(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.)

Last verified: January 10, 2026

Key Terms

qualificationcommissionermerits or qualificationsrecommendation or endorsementpermissive only

Related Statutes

  • § 25161 Incorporation By Reference
  • § 25162 Post-Qualification Amendment Approval
  • § 25166 False Statements Prohibited
  • § 25105 Commissioner Exemption Authority
  • § 25114 Qualification Validity Period

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 25164.
View Official Source