| Sales - "Agents" (California) |
click for DPO Group Home Page |
A question frequently asked is: Who can sell our offering?
If Private: Officers, directors and third parties can all without bond.
If Public: Unless a licensed broker dealer, an officer or director may sell if not separately compensated for the sale. If separate compensation (officer or director) or third party "agent", must have a $10,000 bond or post assets with the Commissioner of Corporations. An "Agent" is described in §25003 of the Corporations Code, the bond requirement is in §25216 (Rules §260.216.15).
PERIODIC CHART OF THE ESSENTIAL ELEMENTS OF SECURITIES
LAWS AND REGULATIONS
California and Federal
| Item | California SCOR | Regulation A | SB-2 |
| Statutory Source | Federal - Rule 504 of Reg. D State §25113(b)(2)(s1) | An offering of securities restricted to one state | A small business offering |
| Dollar Limit | Reg. A | Rule 147 | |
| Number of Purchasers (3) | $5 million | No federal limit; amount varies by state requirements | $10 million |
| Purchaser Qualification | 12 months | No federal limit; varies by state requirements | 12 months |
| Qualification of Issuer | Offering statement must be filed with the SEC | None, except can't resell outside state for nine months | Offering statement must be filed with the SEC |
| Manner of Offering: General Solication | State registration | State registration | State registration |
| Yes | Yes | No | Yes |
| 145* | 77 | 10* | |
| Yes | Yes | Yes | Yes |
*There were 21
additional filings whose category could not be easily determined. They were either SCORs
or intrastate offerings.
**One exception: California allows only accredited investors to invest $2,500 or more in a
DPO.
Source: Tom
Stewart-Gordon, the SCOR Report,
Dallas
from Inc. Magazine Dec. 96
