Cal. Code Regs. Tit. 10, § 260.110 - Form of Application - Facing Page

Current through Register 2022 Notice Reg. No. 16, April 25, 2022

All applications for qualification of the offer and sale of securities pursuant to Sections 25102(c), 25111, 25112, 25113 and 25121 of the Code shall have as the first page thereof a facing page in the following form containing the information therein specified:

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Instructions: The following instructions must be adhered to with respect to all applications for qualification by permit under Sections 25102(c), 25113 and 25121; by coordination under Section 25111, and notification by Section 25112:

Completion of Application. The facing page on the reverse side hereof, must be completed in full and in addition to the facing page, applications must continue by completion of each item of the applicable following forms:

Application for qualification by coordination, Form No. 260.111

Application for qualification by notification, Form No. 260.112

Application for permit pursuant to Section 25113, Form No. 260.113

Application for permit pursuant to Section 25121, Form No. 260.121

Application for Negotiating Permit pursuant to Section 25102(c), Form No. 260.113

The numbering sequence in the forms must be adhered to. Any item which is inapplicable should be listed by the number on the form, followed simply by the word "inapplicable."

Form of Application. The application should be typewritten or printed in the English language, on one side only of either legal or letter size paper.

Signing of Applications. An application for permit pursuant to Section 25113(b)(2) must be reviewed and signed by each member of the board of directors of the small company applicant. Any other application should be signed by an officer or general partner of the applicant; however, it may be signed by another person holding a power of attorney for such purposes from the applicant, and if signed on behalf of the applicant pursuant to such power of attorney, should include as an additional exhibit a copy of said power of attorney or a copy of the corporate resolution authorizing the attorney to act.

Item 5 - "Public Market." A "public market" exists for this class of securities if it (1) is listed on a national securities exchange, (2) is traded in the over-the-counter market and quoted in the Wall Street Journal or other newspaper of general circulation, or (3) is held of record or beneficially by 500 or more persons.

Incorporation by Reference. In lieu of answering any specific item in this form, an applicant may incorporate the information called for by reference to any attached document, or to any document currently on file with the Department. Such reference should indicate the pages or portion of the document where the information is located.

Amendments to Applications. An amendment to any application for qualification should contain only the information being amended by item number and should be verified in the form prescribed for the application. Each amendment should be accompanied by a facing page in the form prescribed by Section 260.110 of the rules on which the applicant shall insert the fact that the filing is an amendment and the number of the amendment if more than one amendment.

Filing Fee Calculation. The filing fee fixed by Section 25608 must accompany each application and the amount of filing fee paid is to be set forth on the facing page in the upper right hand corner. By way of illustration, the filing fee for qualification of securities by coordination, notification, or permit, under Sections 25113(b)(1) or 25121 is computed by taking 1/5th of 1% of the maximum aggregate offering price of securities being qualified in California, see appropriate column on facing page, and adding $200. Thus, a qualification with an aggregate offering price of $275,250 would be computed by multiplying $275,250 by .002, equalling $550.50, and adding $200 for a total of $750.50. However, the maximum filing fee, including the $200, is $2,500 for applications filed under Sections 25111, 25112, 25113(b)(1), and 25121, except in the case of a transaction under Section 25121 involving a change in rights, preferences, privileges or restrictions. In this case, the filing fee is $200. The fee for filing a small company application for qualification of the sale of securities by permit under Section 25113(b)(2) is $2,500. In the case where the actual costs of processing a small company application under Section 25113(b)(2) exceed the $2,500 filing fee, an additional fee shall be charged, not to exceed $1,000, over and above the filing fee based on the actual amount of the salary or other compensation paid to persons processing the application plus the actual amount of expenses including overhead reasonably incurred in the performance of the work. In the case where the costs exceed the initial $2,500 filing fee, an applicant will be required to submit the additional $1,000 fee before the Department will continue processing the application. Any unexpended fee will be refunded to the applicant.

Description of Securities Being Qualified. State title of each class of securities (e.g., $10 par value common stock) and include rights, warrants, options and convertible securities and the securities to be issued upon exercise or conversion thereof.

A Customer Authorization of Disclosure of Financial Records Form (Form No. QR 500.259) must also be filed as an exhibit to the application.

Notes

Cal. Code Regs. Tit. 10, § 260.110

Note: Authority cited: Sections 25610 and 25612, Corporations Code. Reference: Sections 25102(c), 25110,25111, 25112, 25113, 25115, 25120, 25121, 25160, 25162, 25608 and 25615, Corporations Code.

1. Amendment filed 7-13-70; effective thirieth day thereafter (Register 70, No. 29).
2. Amendment filed 1-11-72; effective thirtieth day thereafter (Register 72, No. 3).
3. Amendment filed 1-22-75; effective thirtieth day thereafter (Register 75, No. 4).
4. Amendment filed 10-26-84; effective day thereafter (Register 84, No. 43).
5. Editorial correction (Register 85, No. 17).
6. Change without regulatory effect amending "Filing Fee Calculation" filed 11-20-91 pursuant to section 100, title 1, California Code of Regulations (Register 92, No. 9).
7. Amendment of form and Filing Fee Calculation filed 7-1-93; operative 7-1-93 (Register 93, No. 27).
1. Amendment filed 7-13-70; effective thirtieth day thereafter (Register 70, No. 29).
2. Amendment filed 1-11-72; effective thirtieth day thereafter (Register 72, No. 3).
3. Amendment filed 1-22-75; effective thirtieth day thereafter (Register 75, No. 4).
4. Amendment filed 10-26-84; effective day thereafter (Register 84, No. 43).
5. Editorial correction (Register 85, No. 17).
6. Change without regulatory effect amending "Filing Fee Calculation" filed 11-20-91 pursuant to section 100, title 1, California Code of Regulations (Register 92, No. 9).
7. Amendment of form and Filing Fee Calculation filed 7-1-93; operative 7-1-93 (Register 93, No. 27).
8. Change without regulatory effect amending subsection (b) filed 8-13-2014 pursuant to section 100, title 1, California Code of Regulations (Register 2014, No. 33).
1. Amendment filed 7-13-70; effective thirtieth day thereafter (Register 70, No. 29).
2. Amendment filed 1-11-72; effective thirtieth day thereafter (Register 72, No. 3).
3. Amendment filed 1-22-75; effective thirtieth day thereafter (Register 75, No. 4).
4. Amendment filed 10-26-84; effective day thereafter (Register 84, No. 43).
5. Editorial correction (Register 85, No. 17).
6. Change without regulatory effect amending "Filing Fee Calculation" filed 11-20-91 pursuant to section 100, title 1, California Code of Regulations (Register 92, No. 9).
7. Amendment of form and Filing Fee Calculation filed 7-1-93; operative 7-1-93 (Register 93, No. 27).
8. Change without regulatory effect amending subsection (b) filed 8-13-2014 pursuant to section 100, title 1, California Code of Regulations (Register 2014, No. 33).

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