Cal. Codes » Corporations Code / TITLE 4. SECURITIES / DIVISION 1. CORPORATE SECURITIES LAW OF 1968 / PART 6. ENFORCEMENT / CHAPTER 1. Civil Liability
California Codes

Cal. Corporations Code § 25503 (2026)

✓ current as of May 2026
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Any person who violates Section 25110, 25130, or 25133, or a condition of qualification under Chapter 2 (commencing with Section 25110) of this part, imposed pursuant to Section 25141, or an order suspending trading issued pursuant to Section 25219, shall be liable to any person acquiring from them the security sold in violation of that section, who may sue to recover the consideration they paid for that security with interest thereon at the legal rate, and reasonable attorney’s fees, less the amount of any income received therefrom, upon the tender of that security, or for damages, if they no longer own the security, or if the consideration given for the security is not capable of being returned. Damages, if the plaintiff no longer owns the security, shall be equal to the difference between (a) the purchase price plus interest at the legal rate from the date of purchase, plus reasonable attorney’s fees, and (b) the value of the security at the time it was disposed of by the plaintiff plus the amount of any income received therefrom by the plaintiff.

Damages, if the consideration given for the security is not capable of being returned, shall be equal to the value of that consideration plus interest at the legal rate from the date of purchase, provided the security is tendered, plus reasonable attorney’s fees; and if the plaintiff no longer owns the security, damages in that case shall be equal to the difference between (a) the value of the consideration given for the security plus interest at the legal rate from the date of purchase, plus reasonable attorney’s fees; and (b) the value of the security at the time it was disposed of by the plaintiff plus the amount of any income received therefrom by the plaintiff. Any person who violates Section 25120 or a condition of qualification under Chapter 3 (commencing with Section 25120) of this part imposed pursuant to Section 25141, shall be liable to any person acquiring from them the security sold in violation of that section who may sue to recover the difference between (a) the value of the consideration received by the seller and (b) the value of the security at the time it was received by the buyer, with interest thereon at the legal rate from the date of purchase, plus reasonable attorney’s fees. Any person on whose behalf an offering is made and any underwriter of the offering, whether on a best efforts or a firm commitment basis, shall be jointly and severally liable under this section, but in no event shall any underwriter (unless that underwriter shall have knowingly received from the issuer for acting as an underwriter some benefit, directly or indirectly, in which all other underwriters similarly situated did not share in proportion to their respective interest in the underwriting) be liable in any suit or suits authorized under this section for damages in excess of the total price at which the securities underwritten by them and distributed to the public were offered to the public. Any tender specified in this section may be made at any time before entry of judgment. No person shall be liable under this section for violation of Section 25110, 25120 or 25130 if the sale of the security is qualified prior to the payment or receipt of any part of the consideration for the security sold, even though an offer to sell or a contract of sale may have been made or entered into without qualification.

Notes of Decisions
Cited in 18 cases (6 in the last 5 years), 1977–2025 · leading case: Lubin v. Sybedon Corp., 688 F. Supp. 1425 (S.D. Cal. 1988).
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Lubin v. Sybedon Corp., 688 F. Supp. 1425 (S.D. Cal. 1988). · cites it 2× “§ 77Z(1) and California Corporations Code sections 25501, 25504, 25504.”
Hokama v. EF Hutton & Co., Inc., 566 F. Supp. 636 (C.D. Cal. 1983). “Summary Judgment on State Law Registration Claim Defendants have moved for summary judgment with respect to plaintiffs’ eighth cause of action under California Corporations Code § 25503. Section 25503 provides a private civil remedy for violations of section 25110, which bars…”
Koehler v. Pulvers, 614 F. Supp. 829 (S.D. Cal. 1985). · cites it 2× “California Corporations Code § 25503 creates a cause of action in rescission for violation of § 25110.”
Sherman v. Lloyd, 181 Cal. App. 3d 693 (Cal. Ct. App. 1986). “As discussed earlier, Corporations Code section 25503 provides in relevant part: “Any person who violates Sections 25110, 25130, or 25133 .”
People Ex Rel. Dufauchard v. O'Neal, 179 Cal. App. 4th 1494 (Cal. Ct. App. 2009). “” (Corp. Code, § 25503, italics added.) Similarly, a person who violates Corporations Code section 25401 “shall be liable to the person who purchases a security from him .”
Koehler v. Pulvers, 606 F. Supp. 164 (S.D. Cal. 1985). “Section 25503, California Corporations Code California Corporations Code section 25503 creates a cause of action in rescission for the sale of securities in violation of the Code’s qualification requirements.”
In re Ripple Labs Inc. Litig. (N.D. Cal. 2020). · cites it 7× “Violation of California Corporations Code § 25503 against defendants for a 16 primary violation of § 25110’s restriction on the offer or sale of unregistered 17 securities.”
Goller v. Nat'l Life of Florida Corp., 554 F.2d 1349 (5th Cir. 1977). “Cal.Corp. Code § 25503 (West 1976 Supp.).”
Schumacher v. Superior Court of Santa Clara Cnty., 94 Cal. App. 3d 187 (Cal. Ct. App. 1979). · cites it 2× “However, they contend that when a statute (Corp. Code, § 25503) creates a right unknown to the common law and time limitation in which the action must be brought is specified (Corp.”
Timboe v. Clark (N.D. Cal. 2022). · cites it 3× “5 (for sale of securities by an unlicensed broker-dealer), and (7) 22 violation of California Corporations Code § 25503 (for sale of an unregistered security).”
Cress v. Nexo Fin. LLC (N.D. Cal. 2024). · cites it 3× “” Cal. Corp. Code § 25503 . 7 In his original complaint, Cress alleged NEXO Tokens, Nexo Earn Accounts, and the 8 “Leveraged Investment Instrument” financial product are securities within the meaning of the 9 California Corporations Code, he purchased all three from Defendants,…”
Delgado v. Campbell CA4/1 (Cal. Ct. App. 2016). “Delgado sued Campbell and others, alleging causes of action for: violation of Corporations Code section 25503, violation of Corporations Code section 25401, intentional misrepresentation, concealment, negligent misrepresentation, and money had and received.”
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