Cal. Code Regs. Tit. 10, § 260.141.23 - Depositary

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

(a) Funds subject to an impound condition shall be placed in a separate escrow account with an approved depositary, which normally shall be a national bank located in California or a California bank. The Commissioner may permit the use of any national bank or foreign state-chartered bank subject to regulatory supervision similar to that of California banks by an issuer located in another state if less than 50% of the securities are offered in California.
(b) An application for the Commissioner's approval of a depositary shall contain the following information:
(1) The name, including identification of the branch office, if any, and the address of the depositary;
(2) A written consent of the depositary to act in such capacity;
(3) A copy of the agreement between the issuer and the depositary containing all the terms and conditions pursuant to which the depositary will act. The agreement shall
(A) provide that the disbursement of the impounded funds by the depositary will be at the direction of the Commissioner only;
(B) provide that, unless and until the Commissioner orders the release of the impounded funds to the issuer, such funds are not the assets of the issuer;
(C) list the records to be maintained by the depositary;
(D) provide that the depositary cannot resign as the escrow holder without the consent of the Commissioner;
(E) provide that the records of the type specified in Section 25145 of the Code, which are made and kept by the depositary, are available for inspection by the Commissioner and that the depositary will furnish to the Commissioner, upon demand, at such place designated in such demand, true, correct, complete and current copies of any or all of such records; and
(F) authorize the Commissioner to inspect the account without obtaining any further permission from the issuer.

Notes

Cal. Code Regs. Tit. 10, § 260.141.23

Note: Authority cited: Section 25610, Corporations Code. Reference: Section 25141, Corporations Code.

1. Amendment filed 6-12-80; effective thirtieth day thereafter (Register 80, No. 24).

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