Cal. Codes » Corporations Code / TITLE 4. SECURITIES / DIVISION 1. CORPORATE SECURITIES LAW OF 1968 / PART 1. DEFINITIONS
California Codes

Cal. Corporations Code § 25011 (2026)

Definitions — Corporate Securities Law Of 1968

✓ current as of May 2026
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“Nonissuer transaction” means any transaction not directly or indirectly for the benefit of the issuer. A transaction is indirectly for the benefit of the issuer if any portion of the purchase price of any securities involved in the transaction will be received indirectly by the issuer. An offering which involves both an issuer transaction and a nonissuer transaction shall be treated for the purposes of Chapters 2 (commencing with Section 25110) and 4 (commencing with Section 25130) of Part 2 of this division as an issuer transaction, but for the purposes of Chapter 1 (commencing with Section 25100) of Part 2 of this division they shall be treated as separate transactions.

Notes of Decisions
Cited in 5 cases, 1977–2020 · leading case: Technomedical Labs, Inc. v. Utah Sec. Div., 744 P.2d 320 (Utah Ct. App. 1987).
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Technomedical Labs, Inc. v. Utah Sec. Div., 744 P.2d 320 (Utah Ct. App. 1987). “Cal.Corp.Code § 25011 (West 1977); see also Halloran, Blue Sky Laws, Corporate Law and Practice Course Handbook Series No.”
People Ex Rel. Dufauchard v. O'Neal, 179 Cal. App. 4th 1494 (Cal. Ct. App. 2009). “” (Corp. Code, § 25011.) 29 Corporations Code section 25111 describes qualification in coordination with federal registration; Corporations Code section 25112 describes qualification by application to the Commissioner; Corporations Code section 25113 describes qualification by…”
Dillon Sec., Inc., a Washington State Corp. v. Frank J. Bartolini, & Cheryl Bartolini, 944 F.2d 911 (10th Cir. 1991). “There exists a sufficient territorial nexus to apply the provisions of the California Corporations Code to this transaction.”
Goller v. Nat'l Life of Florida Corp., 554 F.2d 1349 (5th Cir. 1977). “Those transactions are the “issuer” and “nonissuer” types, and are defined by Cal. Corp.Code § 25011 (West 1976 Supp.).”
In re Ripple Labs Inc. Litig. (N.D. Cal. 2020). · cites it 2× “4th 1082, 1104 (1993) and California Corporation Code § 25011. 9 In Mirkin, the California Supreme Court implied a distinction between an “issuer 10 transaction” under § 25110 and certain “aftermarket transactions,” which it generally 11 defined as “resales of securities after…”
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