California Code of Regulations
Title 10 - Investment
Chapter 3 - Commissioner of Financial Protection and Innovation
Subchapter 2 - Corporate Securities
Article 2 - Exemptions from Qualification
Section 260.102.2 - Non-Public Offering and Sale

For the purposes of subdivisions (e) and (g) of Section 25102 and subdivision (a) of Section 25104 of the Code, an offer or sale, does not involve any public offering if offers are not made to more than 25 persons and sales are not consummated to more than 10 of such persons, and if all of the offerees either have a preexisting personal or business relationship with the offeror or its partners, officers, directors or controlling persons or by reason of their business or financial experience could be reasonably assumed to have the capacity to protect their own interests in connection with the transaction. The number of offerees and purchasers referred to above is exclusive of any described in subdivision (i) of Section 25102 of the Code and a husband and wife (together with any custodian or trustee acting for the account of their minor children) are counted as one person. This section does not create any presumption that a public offering is involved in offers not conforming to this section, and the determination of whether or not a transaction not covered by this section involves a public offering shall be made without reference to this section.

1. Amendment filed 1-11-72; effective thirtieth day thereafter (Register 72, No. 3). For prior history, see Register 70, No. 50.
2. Amendment filed 10-26-81 as an emergency; designated effective 11-1-81 (Register 81, No. 44). A Certificate of Compliance must be transmitted to OAL within 120 days or emergency language will be repealed on 2-23-82.
3. Certificate of Compliance transmitted to OAL 2-22-82 and filed 3-24-82 (Register 82, No. 13).

Note: Authority cited: Section 25610, Corporations Code. Reference: Sections 25102 and 25104, Corporations Code.