California Corporations Code § 25206.1

Corporations Code
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(a) For purposes of this section, a “finder” is a natural person who, for direct or indirect compensation, introduces or refers one or more accredited investors, as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933 (17 C.F.R. 230.501(a)), to an issuer or an issuer to one or more accredited investors, solely for the purpose of a potential offer or sale of securities of the issuer in an issuer transaction in this state, and who does not do any of the following: (1) Provide services to an issuer for a transaction or a series of related transactions for the offer or sale of securities of the issuer that exceeds a securities purchase price of fifteen million dollars ($15,000,000) in the aggregate. (2) Participate in negotiating any of the terms of the offer or sale of the securities. (3) Advise any party to the transaction regarding the value of the securities or the advisability of investing in, purchasing, or selling the securities. (4) Conduct any due diligence on the part of any party to the transaction. (5) Sell or offer for sale in connection with the issuer transaction any securities of the issuer that are owned, directly or indirectly, by the finder. (6) Receive, directly or indirectly, possession or custody of any funds in connection with the issuer transaction. (7) Knowingly receive compensation in connection with any offer or sale of securities unless the sale is qualified under this division or unless the security or the transaction is exempt or not otherwise subject to qualification. (8) Make any disclosure to a potential purchaser other than the following: (A) The name, address, and contact information of the issuer. (B) The name, type, price, and aggregate amount of any securities being offered in the issuer transaction. (C) The issuer’s industry, location, and years in business. (b) A finder who satisfies all of the conditions set forth in subdivisions (c) to (f), inclusive, shall be exempt from the provisions of Section 25210. (c) (1) The finder shall file with the commissioner before engaging in any activities described in subdivision (a), on a form prescribed by the commissioner, an initial statement of information that shall include both of the following: (A) The name and complete business or residential address of the finder. (B) The mailing address of the finder, if different from the business or residential address. (2) A filing fee of three hundred dollars ($300) shall be submitted to the Department of Financial Protection and Innovation along with the initial statement of information required by this subdivision. (d) (1) In addition, the finder shall file with the commissioner within 30 days of the anniversary of the finder’s initial statement of information required by subdivision (c), and annually thereafter, on a form prescribed by the commissioner, a renewal statement of information that includes all of the following: (A) The following affirmative representations by the finder: (i) The finder has complied and will continue to comply with the conditions of subdivision (a). (ii) The finder has not performed any acts or satisfied any circumstances prohibited by Section 25212 or by Rule 506(d) of Regulation D under the Securities Act of 1933 (17 C.F.R. 230.506(d)), and the finder has not been sanctioned by the commissioner pursuant to Section 25212. (iii) The finder has obtained the written agreement described in subdivision (e) with respect to each transaction in which the finder has participated in the prior 12 months. (B) An indication by the finder as to whether the finder has received transaction-based compensation that is subject to the actual sale of securities by the issuer in any transaction in which the finder has participated in the prior 12 months. (2) A filing fee in the amount of two hundred seventy-five dollars ($275) shall accompany each renewal statement of information. (e) (1) Concurrently with each introduction, the finder shall obtain the inform

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