It is unlawful for any person to offer or sell in this state any security in an issuer transaction (other than in a transaction subject to Section 25120), whether or not by or through underwriters, unless such sale has been qualified under Section 25111, 25112 or 25113 (and no order under Section 25140 or subdivision (a) of Section 25143 is in effect with respect to such qualification) or unless such security or transaction is exempted or not subject to qualification under Chapter 1 (commencing with Section 25100) of this part. The offer or sale of such a security in a manner that varies or differs from, exceeds the scope of, or fails to conform with either a material term or material condition of qualification of the offering as set forth in the permit or qualification order, or a material representation as to the manner of offering which is set forth in the application for qualification, shall be an unqualified offer or sale.
Notes of Decisions
Cited in
67
cases (
8 in the last 5 years), 1974–2025 · leading case:
People v. Frederick, 2006 Cal. Daily Op. Serv. 8119 (Cal. Ct. App. 2006).
People v. Frederick, 2006 Cal. Daily Op. Serv. 8119 (Cal. Ct. App. 2006).
· cites it 6× “(a)(4) [excessive taking]; Corp. Code, §§ 25110, 25540, subds. (a) & (b), 25401, & 25541; Rev.”
People v. Salemme, 92 Cal. Daily Op. Serv. 446 (Cal. Ct. App. 1992).
· cites it 6× “" The People retort that defendant committed burglary when he entered the victim's residence to commit a felony, sale of fraudulent securities (Corp. Code, §§ 25110, 25401, 25540), whether or not the entry presented an imminent threat of physical harm to the victim.”
Tamer Salameh v. Tarsadia Hotel, 726 F.3d 1124 (9th Cir. 2013).
· cites it 2× “Plaintiffs’ second amended complaint alleges eight claims for relief: (1) misrepresentation and omission in violation of § 12(a)(2) of the Securities Act of 1933; (2) misrepresentation and omission in violation of § 10(b) of the Securities Exchange Act of 1934; (3) sale of an…”
People v. Salas, 127 P.3d 40 (Cal. 2006).
“Corporations Code section 25110 prohibits the sale of unregistered securities.”
People v. Smith, 179 Cal. App. 4th 986 (Cal. Ct. App. 2009).
· cites it 2× “(a)); 33 counts of sale of unqualified securities (Corp. Code, §§25110, 25540, subd. (a)); 33 counts of using false statements to sell securities (Corp.”
People v. Feno, 154 Cal. App. 3d 719 (Cal. Ct. App. 1984).
· cites it 4× “(Corp. Code, §§ 25110, 25540.) [1] For the reasons set forth below, we reverse the judgment.”
People v. Cuccia, 2002 Cal. Daily Op. Serv. 3265 (Cal. Ct. App. 2002).
“(Corp. Code, §§ 25110, 25102, subd. (f); see also People v.”
People v. Black, 8 Cal. App. 5th 889 (Cal. Ct. App. 2017).
“In that case, two individuals invested $40,000 in a proposed land development and condominium project, in exchange for a promise to receive the first $55,000 profit to be realized from the sale of the completed project.”
People v. Sweeney CA4/2, 228 Cal. App. 4th 142 (Cal. Ct. App. 2014).
· cites it 2× “2 As to each of the 20 individual victims, it alleged three separate counts: the sale of unqualified securities (Corp. Code, § 25110); fraud in the offer of a security (Corp.”
Bowden v. Robinson, 67 Cal. App. 3d 705 (Cal. Ct. App. 1977).
“, a California corporation, to plaintiff; that these actions were in violation of California Corporations Code section 25110, the stock in question not being exempt from section 25110 or the provisions of the Securities Act of 1933; that by a written instrument dated March 15,…”
Dahl v. Gardner, 583 F. Supp. 1262 (D. Utah 1984).
· cites it 2× “1983), the California Securities Law, Cal.Corp.Code §§ 25110, 25120, 25130, 25401, 25501, common law fraud, breach of contract and breach of fiduciary duty.”
Koehler v. Pulvers, 614 F. Supp. 829 (S.D. Cal. 1985).
· cites it 2× “Similarly, they did not qualify them with the California Corporation's Commission (Cal.Corp.Code § 25110). At trial, defendants did not contest this issue.”
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